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Item 5. Other Information

2026-08-21 compared with 2026-05-14 · 99 added, 22 removed, 2 unchanged (98% of the section changed)

OTHER INFORMATION.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Description of Exhibit

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Labels Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Furnished herewith

Incorporated by reference to the Current Report on Form 8-K filed with the SEC on February 3, 2025.

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FG MERGER II CORP.

/s/ Hassan R.

In connection with the Business Combination, the Company

reincorporated in Texas and amended its Bylaws.

The amended Bylaws set forth procedures for stockholder to bring business before an annual

meeting, including with respect to nominees to the Company’s board of directors.

For further information, please see the Company’s

Bylaws filed as Exhibit 3.2 hereto and incorporated herein by reference.

On August 3, 2026, the Company entered

into a Fifth Amendment to its Facilities Lease with respect to the Building 1 Premises (174,250 square feet) located at 5345 East North

Belt Road, North Las Vegas, NV, to extend the lease term to December 31, 2031.

The amendment does not extend the term of the separate

lease for the Building 2 Premises (114,613 square feet) located at 5445 East North Belt Road.

The amendment provides for a monthly rent

of approximately $157,000 for the Building 1 Premises, increasing annually and with several monthly abatements.

The terms of the Facilities

Lease, as amended are detailed in Exhibit 10.10 to this quarterly report on Form 10-Q and are incorporated by reference herein.

following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Agreement and Plan of Merger, dated as of August 4, 2025, by and among FG Merger II Corp., FG Merger Sub II Inc.

and BOXABL Inc.

(incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4, as amended (File No.

333-290357)).

First Amendment to Agreement and Plan of Merger, dated November 3, 2025 (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4, as amended (File No.

333-290357)).

Second Amendment to Agreement and Plan of Merger, dated April 6, 2026 (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4, as amended (File No.

333-290357)).

Third Amendment to Agreement and Plan of Merger, dated May 6, 2026 (incorporated by reference to Exhibit 2.4 to the Registration Statement on Form S-4, as amended (File No.

333-290357)).

Certificate of Formation of BOXABL Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed July 23, 2026)

Bylaws of BOXABL Inc.

(incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed July 23, 2026)

Form of Company Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed July 23, 2026)

Form of Sponsor Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed July 23, 2026)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed July 23, 2026)

2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed July 23, 2026)

Amended 2021 BOXABL Inc.

Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on October 18, 2024, by Legacy Boxabl (CIK 0001816937)

Form of Award for Directors

Employment Agreement of Paolo Tiramani

Employment Agreement of Galiano Tiramani

Purchase Agreement with Pronghorn Services LLC

Facilities Lease Agreement, as amended

Lease Agreement for Second Manufacturing Facility

Supercar System, Inc.

Services Agreement

Supercar System, Inc.

Lease Agreement

Martin Noe Costas Offer Letter

Restricted Stock Unit Agreement between the Company and Martin Noe Costas

Punnet Construction Purchase Contract

Forward Purchase Agreement dated May 28, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 29, 2026)

Novation Agreement dated May 28, 2026 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 29, 2026)

Certification

of Paolo Tiramani, Co-Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of Galiano Tiramani, Co-Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

Certification

of Martin Noe Costas, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of Paolo Tiramani, Co-Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Certification

of Galiano Tiramani, Co-Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Certification

of Martin Noe Costas, Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Unaudited interim consolidated financial statements of BOXABL Inc.

(Legacy BOXABL) as of and for the three and six months ended June 30, 2026 and June 30, 2025.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of BOXABL Inc.

(Legacy BOXABL) for the three and six months ended June 30, 2026.

Instance Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Schema Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Labels Linkbase Document

Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Management contract or compensatory plan or arrangement.

Schedule and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2).

The Combined Company agrees to furnish

supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

August 21, 2026

Paolo Tiramani

Executive Officer

August 21, 2026

Galiano Tiramani

Co-Chief Executive

August 21, 2026

Martin Noe Costas

Chief Financial Officer

(Principal Financial and Accounting Officer)

and Principal Accounting Officer

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 5. Other Information