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Item 1. Financial Statements

2026-08-21 compared with 2026-05-14 · 877 added, 298 removed, 78 unchanged (94% of the section changed)

FINANCIAL STATEMENTS.

FG MERGER II CORP.

Balance Sheet

Inc., formerly known as FG MERGER II CORP

Balance Sheets (Unaudited)

June 30, 2026

December 31, 2025

Current assets

Prepaid expense

Cash and Cash Equivalents

Prepaid expenses

Total current assets

Cash held in trust account

LIABILITIES AND STOCKHOLDERS’ EQUITY

Cash and investments

held in trust account

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

Current liabilities

1 unchanged sentence

Tax liability

Forward purchase agreement liability, at fair value

CURRENT LIABILITIES

TOTAL LIABILITIES

1 unchanged sentence

Common stock;

$ 0.0001 par value, subject to possible redemption, 8,000,000 shares at redemption value

STOCKHOLDERS’ EQUITY

Preferred shares, $ 0.0001 par value;

$ 0.0001 par value, subject to

possible redemption, 8,000,000 shares at redemption value

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock, $ 0.0001 par value;

1,000,000 shares authorized;

3 unchanged sentences

2,295,800 issued and outstanding (excluding 8,000,000 shares subject to possible redemption)

Additional paid in capital

Accumulated deficit

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

FG MERGER II CORP.

Statement of Operations

Retained earnings (accumulated deficit)

( 14,234,098 )

Stockholders’ Equity (Deficit)

( 14,233,839 )

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

accompanying notes are an integral part of the unaudited condensed financial statements.

Inc., formerly known as FG MERGER II CORP

Statements of Operations

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Operating expenses:

General and administrative expenses

administrative expenses

Loss from operations

( 4,829,127 )

( 4,555,829 )

Other income & expenses:

Investment income on trust account

Loss on initial recognition forward purchase agreement liability

( 8,603,256 )

Change in fair value of forward purchase agreement liability

( 1,074,131 )

Investment income on trust

Income tax expense

Total other income

Net income (loss)

Weighted average redeemable common shares outstanding basic

Basic income per share, redeemable shares

Weighted average redeemable common shares outstanding diluted

Diluted income per share, redeemable shares

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.

FG MERGER II CORP.

Statement of Changes in Stockholders’ Equity

( 8,729,096 )

( 9,290,156 )

income (loss)

$ ( 13,558,223 )

$ ( 13,845,985 )

Weighted average redeemable common shares

outstanding basic

Basic earnings (loss) per share, redeemable shares

Weighted average redeemable common shares

outstanding diluted

Diluted earnings (loss) per share, redeemable shares

Weighted average non-redeemable common

shares outstanding basic

Weighted average common

shares outstanding basic

Basic earnings (loss) per non-redeemable share

Basic income (loss) per share

Weighted average non-redeemable common shares outstanding diluted

Weighted average common shares outstanding diluted

Diluted earnings (loss) per non-redeemable share

Diluted income (loss) per share

accompanying notes are an integral part of the financial statements.

Inc., formerly known as FG MERGER II CORP

Statements of Changes in Stockholders’ Equity (Deficit)

Stockholders’

Balance at December 31, 2024 (audited)

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

Balance at January 1, 2025 (audited)

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

Sale of 248,300 units in private placement

Sale of 1,000,000 $ 15 strike warrants in private placement

Sale of 1,000,000 $ 15 strike warrants in private

Issuance of underwriter units

6 unchanged sentences

( 80,800,000 )

Accretion of common shares subject to possible redemption

Forfeiture of founder shares due to no over-allotment exercise by underwriter

Accretion of common shares subject to possible

Forfeiture of founder shares due to no over-allotment

exercise by underwriter

Balance at March 31, 2025

Accretion of common shares subject to possible redemption

Accretion of common shares subject to possible

at June 30, 2025

Balance at January 1, 2026 (audited)

Accretion of common shares subject to possible

Balance at March 31, 2026

Accretion of common shares

subject to possible redemption

( 13,845,985 )

Balance at December 31, 2025 (audited)

Accretion of common shares subject to possible redemption

Balance at March 31, 2026

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

FG MERGER II CORP.

Statement of Cash Flows

Cash flows from operating activities

Net income (loss)

Adjustments to reconcile net loss to net cash used in operating activities:

Changes in operating assets and liabilities:

Accrued offering cost

Balance at June 30,

$ ( 14,234,098 )

$ ( 14,233,839 )

accompanying notes are an integral part of the financial statements

Inc., formerly known as FG MERGER II CORP

Statements of Cash Flows

June 30, 2026

Cash flows from operating

$ ( 13,558,223 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Interest earned on funds held in trust account

Loss on initial recognition of forward purchase agreement

Change in fair value of forward purchase agreement liability

Changes in operating assets

and liabilities:

Deferred offering cost

Accounts payable

1 unchanged sentence

Tax liability

Interest expense

Net cash used in operating activities

Cash flows from investing activities

Investment in trust account

Net cash provided by (used

in) operating activities

Cash flows from investing

into trust account

( 81,628,583 )

Net cash used in investing activities

cash used in investing activities

( 81,628,583 )

Cash flows from financing activities

Proceeds from promissory note

Repayment of promissory note

Proceeds from sale of 8,000,000 units at $ 10 per unit in IPO net of offering cost paid at closing

Proceeds from sale of 248,300 units to Sponsor in private placement

Proceeds from sale of 40,000 units to underwriters in private placement

Proceeds from sale of 1,000,000 $ 15 strike warrants in private placement

Net cash provided by Financing activities

Cash flows from financing

Proceeds from promissory

Repayment of promissory

Proceeds from sale of 8,000,000

units at $ 10 per unit in IPO net of offering cost paid at closing

Proceeds from sale of 248,300

units to Sponsor in private placement

Proceeds from sale of 40,000

units to underwriters in private placement

from sale of 1,000,000 $ 15 strike warrants in private placement

cash provided by financing activities

Net increase in cash

Cash at beginning of period

Cash at end of period

Supplemental disclosure for non-cash financing activities:

Offering cost

( 1,481,032 )

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

FG Merger II Corp.

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2026 (UNAUDITED)

Cash at beginning of

and cash equivalents at end of period

accompanying notes are an integral part of the financial statements.

Inc., formerly known as FG MERGER II CORP

TO THE CONDENSED FINANCIAL STATEMENTS

June 30, 2026 (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 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”).

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial services industry.

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 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.

The Company will generate nonoperating income in the form of interest income from the proceeds derived from the IPO.

formerly known as FG Merger II Corp.

(the “Company”) is, as of June 30, 2026, 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”).

of June 30, 2026, the Company had not yet commenced any operations.

All activity through June 30, 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.

The Company will generate non-operating income in

the form of interest income from the proceeds derived from the IPO.

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

The registration statement of the Company was declared effective on January 28, 2025.

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

Each Unit consist of one share of common stock of the Company, par value $ 0.0001 per shares (“Public Shares”) and one right to receive one -tenth common share (“Public Right”).

registration statement of the Company was declared effective on January 28, 2025.

On January 30, 2025, the Company consummated its IPO

of 8,000,000 units at $ 10.00 per unit (the “Units”).

Each Unit consists of one share of common stock of the Company, par

value $ 0.0001 per shares (“Public Shares”) and one right to receive one -tenth common share (“Public Right”).

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 80,000,000 .

Simultaneously with the closing of the IPO, the Company consummated private placement ( “Private Placement”) in which i) FG Merger Investors II LLC (the “Sponsor”) and Ramnaraine Jaigobind purchased 223,300 and 25,000 private unit ( the “Private Units”) respectively, at a price of $ 10.00 per Private Unit, generating total proceeds of $ 2,483,000 and ii) the Sponsor purchased in aggregate of 1,000,000 $ 15.00 exercise price warrants (the “$ 15 Private Warrants”) at a price of $ 0.10 per $ 15 Private Warrant, each exercisable to purchase one shares of common stock at $ 15.00 per share, for an aggregate purchase price of $ 100,000 .

Each Private Unit consists of one common share and one right.

right (“Private Unit Right”).

Each whole Private Unit Right entitles the holder to convert the right to one -tenth share of common stock.

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

Additionally, $ 15 Private Warrants and the shares issuable upon the exercise of the $ 15 Private Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

The Company Units are listed on the National Association of Securities Dealers Automated Quotations (“Nasdaq”).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the $ 15 Private Warrants, and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account).

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the IPO, and amount of $ 80,800,000 ($ 10.10 per Unit) from the net proceed of the sale of the Units in the IPO and the sale of Private Placement Securities were placed in a trust account (“Trust Account”) account (“Trust Account”) and invested in a money market fund, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination.

In the event that the Company seeks stockholder approval in connection with a Business Combination, the Company will proceed with the Business Combination only if a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated articles of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15 % or more of the Public Shares without the Company’s prior written consent.

The holders of Public Shares are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

Simultaneously

with the closing of the IPO, the Company consummated private placement ( “Private Placement”) in which i) FG Merger Investors

II LLC (the “Sponsor”) and Ramnaraine Jaigobind purchased 223,300 and 25,000 private units (the “Private Units”)

respectively, at a price of $ 10.00 per Private Unit, generating total proceeds of $ 2,483,000 and ii) the Sponsor purchased in aggregate

1,000,000 $ 15.00 exercise price warrants (the “$ 15 Private Warrants”) at a price of $ 0.10 per $ 15 Private Warrant, each exercisable

to purchase one 1 shares of common stock at $ 15.00 per share, for an aggregate purchase price of $ 100,000 .

Private Unit consists of one 1 common share and one 1 right (“Private Unit Right”).

Each whole Private Unit Right entitles the

holder to convert the right to one -tenth share of common stock.

$ 15 Private Warrant entitles the holder to purchase one 1 share of Common Stock at an exercise price of $ 15.00 per each share, will be

exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless

Additionally, $ 15 Private Warrants and the shares issuable upon the exercise of the $ 15 Private Warrants are not to be transferable,

assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Company Units are listed on the National Association of Securities Dealers Automated Quotations (“Nasdaq”).

The Company’s

management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the $ 15 Private Warrants,

and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business

Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair

market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting

commissions and taxes payable on interest earned on the Trust Account).

The Company will only complete a Business Combination if the

post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

Act of 1940 as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully

effect a Business Combination.

the closing of the IPO, an amount of $ 80,800,000 ($ 10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the

sale of Private Placement Securities were placed in a trust account (“Trust Account”) and invested in a money market fund, within

the meaning set forth in Section 2(a)(16) of the Investment Company Act, meeting the conditions of Rule 2a-7 of the Investment Company

Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the

funds in the Trust Account to the Company’s stockholders, as described below.

Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a

Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means

of a tender offer.

In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination

at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against

the proposed Business Combination.

In the event that the Company seeks stockholder approval in connection with a Business Combination,

the Company will proceed with the Business Combination only if a majority of the outstanding shares voted are voted in favor of the Business

the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,

the Company’s amended and restated articles of incorporation provides that a public stockholder, together with any affiliate of

such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section

13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights

with respect to 15 % or more of the Public Shares without the Company’s prior written consent.

holders of Public Shares are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including

any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated articles of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor, officers, directors and advisors (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated articles of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

(c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the amended and restated articles of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $ 15 Private Warrant (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

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.

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.

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.10 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

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.

a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the

Company will, pursuant to its amended and restated articles of incorporation, offer such redemption pursuant to the tender offer rules

of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information

as would be included in a proxy statement with the SEC prior to completing a Business Combination.

Sponsor, officers, directors and advisors (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined

in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor

of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated articles of incorporation with

respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company

provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive

cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender

offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote

to amend the provisions of the amended and restated articles of incorporation relating to stockholders’ rights of pre-Business

Combination activity and (d) that the Founder Shares, the Private Units and $ 15 Private Warrant (including underlying securities) shall

not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

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.

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 $ 1,000,000 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.

Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products

sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce

the amounts in the Trust Account to below $ 10.10 per share, except as to any claims by a third party who executed a waiver of any and

all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of

the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the

extent of any liability for such third-party claims.

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.

August 4, 2025, FGMC, Boxabl Inc.

(“Target” or “BOXABL”) 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.

Merger Agreement was subsequently amended on November 3, 2025 to extend the Agreement End Date from December 31, 2025 to March 31, 2026;

on April 6, 2026 to further extend the Agreement End Date to July 31, 2026 and to revise certain lock-up and securities-definition terms

and on May 6, 2026 to revise the forms of Company and Sponsor Lock-Up Agreements.

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.

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.

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

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.

conditions to closing of the Mergers, including approval of the transaction by the stockholders of BOXABL and FGMC at their respective

special meetings held June 9, 2026, effectiveness of the Registration Statement on Form S-4, expiration of the applicable waiting period

under the Hart-Scott-Rodino Antitrust Improvements Act, and approval for listing of the Combined Company Common Stock on Nasdaq, were

satisfied, and the Mergers closed on July 17, 2026.

See Note 8, Subsequent Events, for further discussion of the Closing and the transactions

consummated in connection therewith.

Related Agreements

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

Certain stockholders of the BOXABL entered into a support agreement pursuant to which they agreed to vote their shares

of BOXABL in favor of the transaction and take certain other actions in support of the Mergers (the “BOXABL Support Agreement”).

At closing, BOXABL and FGMC will enter into lock-up agreements with certain BOXABL stockholders (the “BOXABL 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

Basis of presentation

The accompanying financial statements are presented in U.S.

Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

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 March 31, 2026.

Marketable securities held in trust account

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

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 stockholder’s equity upon the completion of the IPO.

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

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

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 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.

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.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

of Presentation

accompanying financial statements are presented in U.S.

Dollars and conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting periods.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

and Cash Equivalents

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, 2026 or as of December 31,2025.

Cash and Investments Held in the Trust Account

At December 31, 2025, all the assets held in the Trust Account, totaling $ 82,136,888 , were invested in a money market

fund focused on U.S.

Treasury obligations.

During the six months ended June 30, 2026, the Trust Account earned interest income of $ 1,212,390 ,

and the Company withdrew $ 147,244 from the Trust Account to pay taxes.

The remaining funds in the Trust Account were subsequently moved

out of the money market fund and held in cash.

As a result, at June 30, 2026, the assets held in the Trust Account, totaling $ 83,202,034 ,

were held in cash.

Prepaid Forward Transaction

May 28, 2026, the Company entered into an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement” or

“FPA”) with Atsion Opportunity Fund LLC, Series 2 (“Atsion”), pursuant to which Atsion intended, but was not

obligated, to purchase and hold up to 3,000,000

shares of the Company’s common stock prior to the closing of the Mergers.

Immediately after entry into the Forward Purchase

Agreement, the parties entered into a Novation Agreement dated May 28, 2026, pursuant to which one-half of the Forward Purchase

Agreement was novated to FG Capital Partners, LLC (“FGCP”).

On June 11, 2026, Atsion assigned and novated its remaining

50% interest in the Forward Purchase Agreement to Camac Fund, LP, pursuant to an Assignment and Novation Agreement among Atsion,

Camac Fund, LP, FGMC, and BOXABL.

The Forward Purchase Agreement provides that the seller is to be prepaid an aggregate cash amount

equal to the number of shares set forth in a Pricing Date Notice multiplied by the per-share redemption price payable to redeeming

shareholders in connection with the Mergers, funded directly from the Trust Account no later than the earlier of (a) one business

day after the Closing Date or (b) the date any Trust Account assets are otherwise disbursed in connection with the Mergers.

Forward Purchase Agreement was not entered into to satisfy any minimum cash condition to closing;

rather, it was intended to provide

access to potential additional growth capital in replacement of redeemed Trust assets.

Following consummation of the business combination,

the Forward Purchase Agreement is subject to cash settlement based principally on the daily volume-weighted average price of the underlying

shares during the applicable valuation period, subject to the contractual settlement amount adjustments and other provisions of the Forward

Purchase Agreement.

In connection with the Closing of the Business Combination on July 17, 2026, the Company funded an aggregate Prepayment

Amount of $31,078,060 to Camac Fund, LP and FGCP from the Trust Account ($15,539,030 to each counterparty).

The Forward Purchase Agreement

is a cash-settled equity forward that does not qualify for equity classification under ASC 815-40 given its cash-only settlement terms,

and is accounted for as a derivative financial instrument recognized at fair value, with changes in fair value recognized in earnings,

as further described below.

The Forward Purchase Agreement is accounted for as

a derivative financial instrument under ASC 815 and is measured at fair value with changes in fair value recognized in earnings.

Company evaluates the derivative at each reporting date and recognizes changes in fair value in its statements of operations.

the three and six months ended June 30, 2026, the Company recorded an approximate $ 8.6

million loss on the initial recognition of the Forward Purchase Agreement, and an approximate $ 1.1

million loss on the change in fair value of the Forward Purchase Agreement, which are included in statements of operations.

30, 2026, the Company recorded a derivative liability of $ 9.6

million related to the Forward Purchase Agreement, which is included in the accompanying balance sheets.

The derivative was classified

as a Level 3 financial instrument within the fair value hierarchy since its valuation incorporates significant inputs that are not directly

observable in the market.

See Note 2 for additional detail of the fair value determination of the Forward Purchase Agreement as of May

28, 2026 and as of June 30, 2026.

Offering Costs

offering costs consist of legal, underwriter expenses and accounting expenses incurred through the balance sheet date that are directly

related to the IPO and that are charged to stockholder’s equity upon the completion of the IPO.

Offering cost amounting to $ 1,481,031

(including $ 750,000 of underwriting fee and $ 250,000 of advisor fee) were charged to shareholders’ additional paid-in capital upon the completion of

the IPO on January 30, 2025.

and Right Instruments

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 be recorded as a liability and remeasured each period with

changes recorded in the statement of operations.

Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity Conditionally redeemable common stock (including common stock that features

redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not

solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’

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, 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

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 to the extent available;

once additional paid-in-capital was reduced to zero, the remaining changes were charged

against retained earnings (accumulated deficit).

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.

Deferred income tax assets and liabilities are computed

for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible

amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

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 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.

Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

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, 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.

The Company is subject to income tax examinations by major taxing authorities since inception.

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

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

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share.

The Company utilize two class methodology in calculation of earnings per share.

The Company has redeemable shares that were issued in IPO and non-redeemable shares which include shares issued in Private Placement, Underwriter Units, Advisor Units and Founder Share (as described below).

Income and losses are shared pro rata between the redeemable and nonredeemable common shares.

Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

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 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, 2026, to March 31, 2026

For the three months ended March 31, 2026

The company’s

year-end is December 31 and no statutory tax deadline has yet occurred.

of June 30, 2026, the Company has estimated $ 264,099 in income tax expense on the income earned in the Trust Account.

Reconciliation

of Net Income (Loss) per Common Share

Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share.

The Company utilizes a two-class methodology

in calculation of earnings per share.

The Company has redeemable shares that were issued in IPO and non-redeemable shares which include

shares issued in Private Placement, Underwriter Units, Advisor Units and Founder Share (as described below).

Income and losses are shared

pro rata between the redeemable and nonredeemable common shares.

Net income (loss) per share of common stock is calculated by dividing

the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

Net income from IPO until

June 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.

As the Company reported a net loss in certain of the periods presented, all potentially

dilutive securities are antidilutive and have therefore been excluded from the calculation of diluted net loss per share for those periods.

Accordingly, basic and diluted net loss per share is the same when presenting a net loss.

following table reflects the calculation of basic and diluted net earnings (loss) per share of common stock for the three and six months ended June 30, 2026 and June 30, 2025:

OF CALCULATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE OF COMMON STOCK

Net loss from January

1, 2026, to June 30, 2026

$ ( 13,558,223 )

Non- Redeemable

Total number of ordinary shares – Basic

the Six months ended June 30, 2026

Non- Redeemable

Total number of

ordinary shares – basic and diluted

Total number of

ordinary shares – Basic

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

Accretion applicable to the redeemable class

Total income (loss) by class

Total loss allocated by class

$ ( 10,534,739 )

$ ( 3,023,484 )

( 13,558,223 )

Accretion allocated based on ownership

( 1,065,146 )

Accretion applicable

to the redeemable class

$ ( 10,297,211 )

$ ( 3,261,012 )

( 13,558,223 )

Weighted average shares

Earnings (loss) per ordinary share - Basic

For the three months ended March 31, 2026

Loss per ordinary

share – basic and diluted

Net loss from January 1, 2025,

Net earnings from IPO

date to June 30, 2025

Total earnings from January 1, 2025

to June 30, 2025

Non- Redeemable

Total number of ordinary shares – Diluted

the Six months ended June 30, 2025

Non- Redeemable

Total number of

ordinary shares – basic

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

Accretion applicable to the redeemable class

Total income (loss) by class

Total earnings allocated by class

Accretion allocated based on ownership

( 2,425,500 )

( 3,109,615 )

Accretion applicable

to the redeemable class

Total earnings (loss)

$ ( 486,773 )

Weighted average shares

Earnings (loss) per ordinary share - Diluted

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

Earnings (loss) per ordinary

share - basic

Non- Redeemable

Total number of ordinary shares – Basic

the six months ended June 30, 2025

Non- Redeemable

Total number of

ordinary shares – diluted

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

Accretion allocated based on ownership

( 2,456,596 )

( 3,109,615 )

Accretion applicable to the redeemable class

Total income (loss) by class

Accretion applicable

to the redeemable class

Total earnings (loss)

$ ( 464,652 )

Weighted average shares

Earnings (loss) per ordinary share - Basic

For the three months ended March 31, 2025

Earnings (loss) per ordinary

share - diluted

Net loss from April 1, 2026, to June 30, 2026

$ ( 13,845,985 )

Non- Redeemable

Total number of ordinary shares – Diluted

the three months ended June 30, 2026

Non- Redeemable

Total number of

ordinary shares – basic and diluted

Total number of

ordinary shares – Basic

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

Total loss allocated by class

$ ( 10,758,330 )

$ ( 3,087,655 )

Accretion applicable to the redeemable class

Total income (loss) by class

$ ( 13,845,985 )

Accretion allocated based on ownership

Accretion applicable

to the redeemable class

$ ( 10,681,858 )

$ ( 3,164,127 )

( 13,845,985 )

Weighted average shares

Earnings (loss) per ordinary share - Diluted

Fair value of financial instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement”, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities.

Loss per ordinary

share – basic and diluted

earnings from April 1, 2025, to June 30, 2025

Non- Redeemable

the three months ended June 30, 2025

Non- Redeemable

Total number of

ordinary shares – basic

Ownership percentage

Total earnings allocated by class

Accretion allocated based on ownership

Accretion applicable

to the redeemable class

Total earnings by

Weighted average shares

Earnings per ordinary

share - basic

Non- Redeemable

the three months ended June 30, 2025

Non- Redeemable

Total number of

ordinary shares – diluted

Ownership percentage

Total earnings allocated by class

Accretion allocated based on ownership

Accretion applicable

to the redeemable class

Total earnings by

Weighted average shares

Earnings per ordinary

share - diluted

Value of Financial Instruments

fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value

Measurement”, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

An active market for an asset or liability is a market in which

transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 input include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Examples of Level 2 input include quoted prices in active markets for similar assets

or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The fair value of the marketable securities held in Trust Account is determined using the level 1 input.

Operating Segments

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.

fair value of the marketable securities held in Trust Account is determined using the level 1 input.

The Company applies ASC 820 in the valuation of the derivative related to the Forward Purchase Agreement for financial statement purposes.

The fair value of the derivative liability was determined using a valuation model that incorporates the following:

(i) the probability of the consummation of the FGMC and BOXABL merger, (ii) the expected close date;

(iii) the expected

post-close price at closing, (iv) the projected volatility, and (v) the risk-free rate.

Financial instruments measured,

on a recurring basis, at fair value in accordance with ASC 820 as promulgated by the FASB as

of June 30, 2026 and May 28, 2026 are as follows:

OF FINANCIAL INSTRUMENTS MEASURED, ON A RECURRING BASIS, AT FAIR VALUE

As of June 30, 2026:

Forward Purchase Agreement liability

As of May 28, 2026:

Forward Purchase Agreement liability

following table presents a rollforward of the derivative liability associated with the Forward Purchase Agreement for the period from

May 28, 2026 (inception) through June 30, 2026:

OF ROLLFORWARD OF THE DERIVATIVE LIABILITY ASSOCIATED WITH THE FORWARD PURCHASE AGREEMENT

Derivative liability – Forward Purchase Agreement at May 28, 2026

Change in fair value of derivative instrument related to Forward Purchase Agreement

Derivative liability – Forward Purchase Agreement at June 30, 2026

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.

Company’s chief operating decision makers (“CODMs”) have been identified as Larry G.

Swets, Jr., the Company’s then-Chief

Executive Officer, and Hassan R.

Baqar, the Company’s then-Chief Financial Officer, who reviewed the assets, operating results, and financial

metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance through the Closing

of the Business Combination on July 17, 2026.

Following the Closing, the chief operating decision maker function was assumed by Martin

Costas, the Combined Company’s Chief Financial Officer.

Accordingly, management has determined that there is only one

reportable segment.

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

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:

SCHEDULE OF OPERATING SEGMENTS

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

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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.

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.

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

regular basis.

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

Issued Accounting Standard

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods.

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.

which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment

expenses and enhanced disclosures in interim periods.

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 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.

The adoption resulted in

disclosure changes only.

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.

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.

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

Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

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, 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.

The Company is subject to income tax examinations by major taxing authorities since inception.

The company’s

year-end is December 31 and no statutory tax deadline has yet occurred.

As of June 30, 2026, the Company has estimated $ 264,099 in income

tax expense on the income earned in the Trust Account.

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

On January 30, 2025, the Company consummated its IPO of 8,000,000 Units at $ 10.00 per unit.

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 80,000,000 .

January 30, 2025, the Company consummated its IPO of 8,000,000 Units at $ 10.00 per unit.

The Units were sold at a price of $ 10.00 per

Unit, generating gross proceeds to the Company of $ 80,000,000 .

PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the Company consummated Private Placement in which i) Sponsor and Ramnaraine Jaigobind purchased 223,300 and 25,000 Private Units respectively, at a price of $ 10.00 per Private Unit, generating total proceeds of $ 2,483,000 and ii) the Sponsor purchased in aggregate of 1,000,000 $ 15 Private Warrants”) at a price of $ 0.10 per $ 15 Private Warrant, each exercisable to purchase one shares of common stock at $ 15.00 per share, for an aggregate purchase price of $ 100,000 .

Simultaneously

with the closing of the IPO, the Company consummated Private Placement in which i) Sponsor and Ramnaraine Jaigobind purchased 223,300

and 25,000 Private Units respectively, at a price of $ 10.00 per Private Unit, generating total proceeds of $ 2,483,000 and ii) the Sponsor

purchased an aggregate of 1,000,000 $ 15 Private Warrants”) at a price of $ 0.10 per $ 15 Private Warrant, each exercisable to purchase

one shares of common stock at $ 15.00 per share, for an aggregate purchase price of $ 100,000 .

RELATED PARTY TRANSACTIONS

Founder Shares

On October 6, 2023, the Company issued an aggregate of 2,156,250 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $ 25,000 in cash.

On October 18, 2023, the Sponsor transferred an aggregate of 465,000 Founder Shares to members of the Company’s management, board of directors and senior advisors, resulting in the Sponsor holding 1,691,250 Founder Shares.

The Founder Shares include an aggregate of up to 300,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Stockholders will collectively own 20 % of the Company’s issued and outstanding shares after the IPO (assuming the Initial Stockholders did not purchase any Public Shares in the IPO and excluding the securities underlying the $ 15 Private Warrants, the Private Units).

On August 21, 2024, Company issued a dividend of approximately 0.066 Founder Shares for every issued and outstanding founder share resulting in our initial stockholders holding an aggregate of 2,300,000 Founder Shares, an increase of 143,750 founder compared to 2,156,250 initial Founder Shares issued.

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 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.

Promissory Notes

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 .

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.

On January 30, 2025, the Company issued an unsecured promissory note of $ 417,000 to the Sponsor.

This promissory note bear interest at the rate of 12 % per year and will mature on January 30, 2026.

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

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 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.

October 6, 2023, the Company issued an aggregate of 2,156,250 shares of common stock (the “Founder Shares”) to the Sponsor

for an aggregate purchase price of $ 25,000 in cash.

On October 18, 2023, the Sponsor transferred an aggregate of 465,000 Founder Shares

to members of the Company’s management, board of directors and senior advisors, resulting in the Sponsor holding 1,691,250 Founder

The Founder Shares include an aggregate of up to 300,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’

over-allotment is not exercised in full or in part, so that the Initial Stockholders will collectively own 20 % of the Company’s

issued and outstanding shares after the IPO (assuming the Initial Stockholders did not purchase any Public Shares in the IPO and excluding

the securities underlying the $ 15 Private Warrants, the Private Units).

August 21, 2024, Company issued a dividend of approximately 0.066

Founder Shares for every issued and outstanding founder share resulting in our initial stockholders holding an aggregate of 2,300,000

Founder Shares, an increase of 143,750

Founder Shares compared to 2,156,250

initial Founder Shares issued.

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, 2026, there were 2,000,000 Founder Shares outstanding.

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.

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)

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.

On April 1, 2025, the Company paid off the entire $ 125,000 balance.

The promissory note was noninterest bearing and payable on the consummation of the IPO.

January 30, 2025, the Company issued an unsecured promissory note of $ 417,000 to the Sponsor.

This promissory note bore interest at the

rate of 12 % per year and matured on January 30, 2026.

As of April 1, 2025, all outstanding principal and interest under the promissory note had been paid in full

Administrative

Services Agreement

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 .

Sponsor administrative fees were $ 45,000 and $ 90,000 for the three and six months ended June 30, 2026 respectively.

The Administrative Services Agreement has been terminated as of July 16, 2026.

Swets and Hassan R.

Baqar, who served as executive officers of the company prior to the merger with BOXABL, both served as the managers

of the Sponsor.

Purchase Agreement

May 28, 2026, the Company entered into an OTC Equity Prepaid Forward Transaction with Atsion Opportunity Fund LLC, Series 2, a non-related party.

of the Forward Purchase Agreement was subsequently novated to FG Capital Partners, LLC (‘FGCP’) pursuant to a Novation Agreement dated

May 28, 2026.

FGCP is affiliated with Larry G.

Swets, Jr., Hassan R.

Baqar, Scott D.

Wollney and Richard E.

Govignon, each an officer

or director of the Company at the time of the transaction, making the Novation Agreement a related party transaction.

See Note 8 for

further discussion.

Of the $ 9,677,387 derivative liability recognized as of June 30, 2026 related to the Forward Purchase Agreement,

approximately $ 4,824,246 relates to the FGCP leg of the Forward Purchase Agreement, a related party.

consummation of the Business Combination, Paolo Tiramani and Galiano Tiramani, directly and through the Austin Powers Trust and their

respective family gift trusts, hold substantially all of the Company’s outstanding Class B Common Stock, which carries ten votes per

share and, pursuant to the Company’s certificate of formation, may be held only by Paolo Tiramani, Galiano Tiramani and their respective

permitted transferees.

Paolo Tiramani beneficially owns 172,470,048 shares of Class B Common Stock ( 838,101 shares held directly, 86,864,301

shares held by the Austin Powers Trust, and 84,767,646 shares held by the Paolo Tiramani 2020 Family Gift Trust), representing approximately

71.42 % of the Company’s outstanding common stock.

Galiano Tiramani beneficially owns 59,613,662 shares of Class B Common Stock ( 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), representing approximately 24.87 % of the Company’s outstanding common stock.

As a result, Messrs.

Tiramani beneficially

own approximately 96.37 % of the combined voting power of the Company’s outstanding common stock, and the Company qualifies as a ‘controlled

company’ under Nasdaq listing rules.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, the Private Units, the $ 15 Private Warrants (and their underlying securities) are entitled to registration rights pursuant to a registration rights agreement.

The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.

Underwriting Agreement

The Company granted the underwriters a 45 -day option to purchase up to 1,200,000 additional Units to cover over-allotments at the IPO price.

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

The underwriter are entitled to a underwriting discount equal to the lesser of (i) 750,000 (ii) an amount equal to $ 750,000 plus 1 % of the gross proceeds from the sale of the Over-Allotment Units.

At IPO closing, underwriter were paid $ 750,000 .

Underwriters also received 40,000 private units (“Underwriter Units”) at close of IPO for a nominal price of $ 100 .

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.

Financial Advisor

Upon closing of the IPO, the Company paid $ 250,000 to the financial advisor and issued 25,000 private units ( “Advisor Units”).

holders of the Founder Shares, the Private Units, the $ 15 Private Warrants (and their underlying securities) are entitled to registration

rights pursuant to a registration rights agreement.

The Company will bear the expenses incurred in connection with the filing of any

registration statements pursuant to such registration rights.

Company granted the underwriters a 45 -day

option to purchase up to 1,200,000

additional Units to cover over-allotments at the IPO price.

On February 5, 2025, the underwriters elected to terminate their

over-allotment option to purchase 1,200,000

Units resulting in the Sponsor forfeiting 300,000

Founder Shares.

underwriters are entitled to an underwriting discount equal to the lesser of (i) 750,000 (ii) an amount equal to $ 750,000 plus 1 % of

the gross proceeds from the sale of the Over-Allotment Units.

At IPO closing, the underwriters were paid $ 750,000 .

also received 40,000 private units (“Underwriter Units”) at close of IPO for a nominal price of $ 100 .

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.

closing of the IPO, the Company paid $ 250,000 to the financial advisor and issued 25,000 private units (“Advisor Units”).

Prepaid Forward Transaction

May 26, 2026 (as amended and novated on May 28, 2026), the Company entered into OTC Equity Prepaid Forward Transactions (the “FPAs”)

with Atsion Opportunity Fund LLC – Series 2 (“Atsion”) and, following a novation of 50% of the original transaction,

FG Capital Partners LLC (“FGCP”).

FGCP is a related party of the Company by virtue of its affiliation with the Sponsor and

certain then-officers and directors of FGMC prior to the Closing.

On June 11, 2026, Atsion assigned and novated its remaining 50% interest in the Forward Purchase Agreement to Camac

Fund, LP, pursuant to an Assignment and Novation Agreement among Atsion, Camac Fund, LP, FGMC, and BOXABL.

Camac Fund, LP’s account

is managed by Atsion Asset Management, LLC under a concurrent Investment Management Agreement.

Following this novation, Atsion holds no

remaining position under the Forward Purchase Agreement.

connection with the Closing of the Business Combination on July 17, 2026, the Company funded an aggregate Prepayment Amount of $ 31,078,060

to Camac Fund, LP and FGCP from the Trust Account ($ 15,539,030 to each counterparty).

The Forward Purchase Agreement is a cash-settled

equity forward that does not qualify for equity classification under ASC 815-40 given its cash-only settlement terms, and is accounted

for as a derivative financial instrument recognized at fair value, with changes in fair value recognized in earnings, as further described

STOCKHOLDERS’ EQUITY

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

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 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.

The Company have 1,000,000 $ 15 Private Warrant outstanding at the close of the IPO.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as described above, the warrants will not be adjusted for issuances of common stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period, the $ 15 Private Warrants may expire worthless.

Stock — The Company is authorized to issue 100,000,000 shares

of common stock, par value $ 0.0001 .

On June 30, 2026 and December 31, 2025, there were 2,295,800

common shares outstanding, excluding 8,000,000

shares subject to possible redemption.

— Public Rights will entitle the holder to receive one -tenth

common share per each Public Right.

On June 30, 2026, and December 31, 2025, the Company had 829,580

total rights including 800,000

Public Rights outstanding at the close of the IPO.

Private Warrants entitles the holder to purchase one 1

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.

Additionally,

Private Warrants and the shares issuable upon the exercise of the $ 15

Private Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to

certain limited exceptions.

The Company has 1,000,000

Private Warrant outstanding at the close of the IPO.

The Company had 1,000,000 $ 15 Private Warrants outstanding as of both June 30, 2026 and December 31, 2025.

exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including

in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except

as described above, the warrants will not be adjusted for issuances of common stock at a price below its exercise price.

Additionally,

in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination

within the Combination Period, the $ 15 Private Warrants may expire worthless.

SUBSEQUENT EVENTS

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.

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

previously disclosed, on August 4, 2025, FG Merger II Corp., a Nevada corporation (“FGMC”), entered into an Agreement and

Plan of Merger (as amended on November 3, 2025, April 6, 2026 and May 6, 2026, the “Merger Agreement”), with FG Merger Sub

II Inc., a Nevada corporation and a wholly-owned subsidiary of FGMC (“Merger Sub”), and BOXABL Inc., a Nevada corporation

Terms used herein but not defined herein shall have the meanings ascribed to them in the Proxy Statement/Prospectus

(as defined below).

July 17, 2026 (the “Closing Date”), the parties consummated the transactions contemplated by the Merger Agreement (the “Business

Combination”), as follows:

to and in connection with the Closing, FGMC converted from a Nevada corporation to a Texas corporation (the “Conversion”)

in accordance with the Nevada Revised Statutes (“NRS”) and the Texas Business Organizations Code (“TBOC”).

the Conversion, FGMC became a Texas corporation and each issued and outstanding security of FGMC remained outstanding and automatically

represented a corresponding security of FGMC as a Texas corporation.

the Conversion and on the Closing Date, Merger Sub merged with and into BOXABL, with BOXABL surviving as a wholly-owned subsidiary of

FGMC (the “First Merger”).

Immediately thereafter, BOXABL merged with and into FGMC, with FGMC surviving (the “Second

Merger”, and together with the First Merger, the “Mergers”).

As a result of the Mergers, FGMC was renamed “BOXABL

Inc.” (the “Combined Company”).

to the terms of the Merger Agreement, at the applicable effective time, by virtue of the Mergers and without any action on the part of

any party or any other person:

share of BOXABL’s common stock, par value $ 0.00001

(“BOXABL Common Stock”) (other than certain

excluded shares and any shares held by stockholders who properly exercised and did not lose their dissenter’s rights under

applicable Nevada law) was converted into the right to receive a number of shares of common stock of the Combined Company (“Combined

Company Common Stock”), as determined by the exchange ratio set forth in the Merger Agreement (the “Common Exchange Ratio”);

share of BOXABL’s preferred stock, par value $ 0.00001

(“BOXABL Preferred Stock”) (other than any

shares held by preferred stockholders who properly exercised and did not lose their dissenter’s rights under applicable Nevada

law) was converted into the right to receive a number of shares of preferred stock of the Combined Company (“Combined Company

Merger Preferred Stock”) as determined by the exchange ratio set forth in the Merger Agreement (the “Preferred Exchange

outstanding and unexpired BOXABL convertible securities (options and restricted stock units but excluding common stock warrants)

were assumed by the Combined Company and became exercisable or convertible for Combined Company equity on the same terms, with adjustments

as provided in the Merger Agreement;

BOXABL common stock warrant that remained outstanding was assumed by the First Merger Surviving Company and terminated at the effective

time of the First Merger;

share of capital stock of Merger Sub issued and outstanding immediately prior to the First Merger Effective Time was automatically

cancelled and converted into one share of common stock of the First Merger Surviving Company;

outstanding FGMC warrants and other convertible securities were assumed by the Combined Company and became exercisable for shares

of Combined Company Common Stock, subject to adjustment as provided in the Merger Agreement;

fractional shares of Combined Company Common Stock or Combined Company Merger Preferred Stock were issued.

the Closing Date, the Combined Company issued, or reserved for issuance, an aggregate of 246,524,760 shares of Combined Company Common

Stock and issued 103,475,240 shares of Combined Company Merger Preferred Stock to the former BOXABL securityholders in exchange for their

equity interests in BOXABL, representing aggregate merger consideration with a value of $ 3,500,000,000 based on a deemed value of $ 10.00

of Securities

to the Closing Date, FGMC Units, FGMC Common Stock and FGMC Rights were listed on the Nasdaq Stock Market LLC (“ Nasdaq ”)

under the symbols “FGMCU,” “FGMC” and “FGMCR,” respectively.

In connection with the Mergers,

all of the FGMC Units separated into their component parts and ceased trading on Nasdaq.

of the open of trading on July 20, 2026, the Combined Company Class A Common Stock began trading on Nasdaq under the symbol “BXBL.”

The Combined Company Merger Preferred Stock is not listed on Nasdaq or any other securities exchange and is not publicly traded.

description of the Merger Agreement contained in this report does not purport to be complete and is qualified in its entirety by the

text of the Merger Agreement, as amended, copies of which are attached as Exhibits 2.1 through 2.4 hereto and which are incorporated

herein by reference.

Merger Agreement is also described in detail in the definitive proxy statement/prospectus for the Mergers filed by FGMC with the Securities

and Exchange Commission (the “Proxy Statement/Prospectus”).

connection with the Mergers, 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.

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).

Indemnification

connection with the Mergers, 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.

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 hereto and is incorporated herein by reference.

above-referenced agreements are described in the Proxy Statement/Prospectus.

of Acquisition or Disposition of Assets .

Mergers 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 .

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.

Forward Purchase Agreements

May 26, 2026 (as amended and novated on May 28, 2026), the Company entered into OTC Equity Prepaid Forward Transactions (the “FPAs”)

with Atsion Opportunity Fund LLC – Series 2 (“Atsion”) and, following a novation of 50% of the original transaction,

FG Capital Partners LLC (“FGCP”).

FGCP is a related party of the Company by virtue of its affiliation with the Sponsor and

certain then-officers and directors of FGMC prior to the Closing.

June 11, 2026, Atsion assigned and novated its remaining 50% interest in the Forward Purchase Agreement to Camac Fund, LP, pursuant to

an Assignment and Novation Agreement among Atsion, Camac Fund, LP, FGMC, and BOXABL.

Camac Fund, LP’s account is managed by Atsion

Asset Management, LLC under a concurrent Investment Management Agreement.

Following this novation, Atsion holds no remaining position

under the Forward Purchase Agreement.

In connection with the Closing of the Business Combination on July 17, 2026, the Company funded an aggregate Prepayment

Amount of $ 31,078,060 to Camac Fund, LP and FGCP from the Trust Account ($ 15,539,030 to each counterparty).

The Forward Purchase Agreement

is a cash-settled equity forward that does not qualify for equity classification under ASC 815-40 given its cash-only settlement terms,

and is accounted for as a derivative financial instrument recognized at fair value, with changes in fair value recognized in earnings,

as further described below.

Subsequent to the Closing, the Company received Optional Early Termination payments totaling $ 1,652,170 :

from FGCP ( 118,200 shares, effective July 20, 2026) and $ 470,170 from Camac Fund, LP ( 47,017 shares), together representing 165,217 Recycled

Shares terminated at the then-current $10.00 Reference Price.

Approximately 2,822,985 Recycled Shares remain outstanding under the Forward

Purchase Agreement, and the Company has not otherwise initiated settlement of the Forward Purchase Agreement as of the date these financial

statements were issued.

Issuance to Vendor

August 5, 2025, BOXABL Inc.

entered into an investor relations consulting agreement with MZHCI, LLC.

Pursuant to that agreement, Boxabl

became obligated to issue Class A common stock to MZHCI, LLC following completion of the Mergers.

On August 13, 2026, Boxabl issued

31,579 shares of Class A common stock to MZHCI, LLC.

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