BOXABL Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS. BOXABL Inc., formerly known as FG MERGER II CORP Condensed Balance Sheets (Unaudited) June 30, 2026 December 31, 2025 (Unaudited) (Audited) ASSETS Current assets Cash and Cash Equivalents $ 86,887 $ 486,900 Prepaid expenses 52,620 97,547 Total current assets 139,507 584,447 Cash and investments held in trust account 83,202,034 82,136,888 TOTAL ASSETS $ 83,341,541 $ 82,721,335 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 4,441,357 $ 57,171 Tax liability 254,602 137,747 Forward purchase agreement liability, at fair value 9,677,387 — TOTAL CURRENT LIABILITIES $ 14,373,346 $ 194,918 TOTAL LIABILITIES $ 14,373,346 $ 194,918 COMMITMENTS AND CONTINGENCIES - - Common stock; $ 0.0001 par value, subject to possible redemption, 8,000,000 shares at redemption value $ 83,202,034 $ 82,136,888 STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock, $ 0.0001 par value; 1,000,000 shares authorized; 0 issued and outstanding — — Common stock, $ 0.0001 par value; 100,000,000 shares authorized; 2,295,800 issued and outstanding (excluding 8,000,000 shares subject to possible redemption) $ 259 $ 259 Retained earnings (accumulated deficit) ( 14,234,098 ) 389,270 Total Stockholders’ Equity (Deficit) ( 14,233,839 ) 389,529 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 83,341,541 $ 82,721,335 The accompanying notes are an integral part of the unaudited condensed financial statements. 2 BOXABL Inc., formerly known as FG MERGER II CORP Condensed Statements of Operations (Unaudited) Six Months Six Months Three Months Three Months Ended Ended Ended Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Operating expenses: General and administrative expenses $ 4,829,127 $ 210,395 $ 4,555,829 $ 83,539 Loss from operations ( 4,829,127 ) ( 210,395 ) ( 4,555,829 ) ( 83,539 ) Other income & expenses: Loss on initial recognition forward purchase agreement liability ( 8,603,256 ) - ( 8,603,256 ) - Change in fair value of forward purchase agreement liability ( 1,074,131 ) - ( 1,074,131 ) - Investment income on trust account 1,212,390 1,402,254 490,166 842,499 Income tax expense ( 264,099 ) ( 294,474 ) ( 102,935 ) ( 176,925 ) Total other income ( 8,729,096 ) 1,107,780 ( 9,290,156 ) 665,574 Net income (loss) $ ( 13,558,223 ) $ 897,385 $ ( 13,845,985 ) $ 582,035 Weighted average redeemable common shares outstanding basic 8,000,000 6,674,033 8,000,000 8,000,000 Basic earnings (loss) per share, redeemable shares $ ( 1.287 ) $ 0.207 $ ( 1.335 ) $ 0.071 Weighted average redeemable common shares outstanding diluted 8,000,000 7,341,436 8,000,000 8,800,000 Diluted earnings (loss) per share, redeemable shares $ ( 1.287 ) $ 0.186 $ ( 1.335 ) $ 0.065 Weighted average non-redeemable common shares outstanding basic 2,295,800 2,308,098 2,295,800 2,295,800 Weighted average common shares outstanding basic 2,295,800 2,308,098 2,295,800 2,295,800 Basic earnings (loss) per non-redeemable share $ ( 1.420 ) $ ( 0.211 ) $ ( 1.378 ) $ 0.005 Basic income (loss) per share $ ( 1.420 ) $ ( 0.211 ) $ ( 1.378 ) $ 0.005 Weighted average non-redeemable common shares outstanding diluted 2,295,800 2,332,776 2,295,800 2,325,380 Weighted average common shares outstanding diluted 2,295,800 2,332,776 2,295,800 2,325,380 Diluted earnings (loss) per non-redeemable share $ ( 1.420 ) $ ( 0.199 ) $ ( 1.378 ) $ 0.005 Diluted income (loss) per share $ ( 1.420 ) $ ( 0.199 ) $ ( 1.378 ) $ 0.005 The accompanying notes are an integral part of the financial statements. 3 BOXABL Inc., formerly known as FG MERGER II CORP Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) Common Common Additional Total Stock Stock paid-in Accumulated Stockholders’ Shares Amount capital Deficit equity Balance at January 1, 2025 (audited) 2,300,000 $ 230 $ 26,436 $ ( 29,298 ) $ ( 2,632 ) Sale of 8,000,000 units at $ 10 per unit in IPO 8,000,000 800 79,999,200 — 80,000,000 Sale of 248,300 units in private placement 248,300 24 2,482,976 — 2,483,000 Sale of 1,000,000 $ 15 strike warrants in private placement — — 100,000 — 100,000 Issuance of underwriter units 40,000 4 96 — 100 Issuance of advisor units 7,500 1 — — 1 Reclassification of offering costs — — ( 1,481,032 ) — ( 1,481,032 ) Common shares subject to possible redemption — ( 800 ) ( 80,799,200 ) — ( 80,800,000 ) Accretion of common shares subject to possible redemption — — ( 297,820 ) — ( 297,820 ) Forfeiture of founder shares due to no over-allotment exercise by underwriter ( 300,000 ) — — — — Net Income — — — 315,350 315,350 Balance at March 31, 2025 10,295,800 $ 259 $ 30,656 $ 286,052 $ 316,967 Accretion of common shares subject to possible redemption — — ( 30,656 ) ( 500,107 ) ( 530,763 ) Net Income — — — 582,035 582,035 Balance at June 30, 2025 10,295,800 $ 259 $ — $ 367,980 $ 368,239 Balance at January 1, 2026 (audited) 10,295,800 $ 259 $ — $ 389,270 $ 389,529 Accretion of common shares subject to possible redemption — — — ( 722,224 ) ( 722,224 ) Net Income — — — 287,762 287,762 Balance at March 31, 2026 10,295,800 $ 259 $ — $ ( 45,192 ) $ ( 44,933 ) Accretion of common shares subject to possible redemption — — — ( 342,921 ) ( 342,921 ) Net Loss — — — ( 13,845,985 ) ( 13,845,985 ) Balance at June 30, 2026 10,295,800 $ 259 $ — $ ( 14,234,098 ) $ ( 14,233,839 ) The accompanying notes are an integral part of the financial statements 4 BOXABL Inc., formerly known as FG MERGER II CORP Condensed Statements of Cash Flows (Unaudited) Six Months Six Months Ended Ended June 30, 2026 June 30, 2025 Cash flows from operating activities Net income (loss) $ ( 13,558,223 ) $ 897,385 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on funds held in trust account ( 1,212,390 ) — Loss on initial recognition of forward purchase agreement 8,603,256 Change in fair value of forward purchase agreement liability 1,074,131 Changes in operating assets and liabilities: Deferred offering cost — ( 20,939 ) Accounts payable 4,384,186 ( 21,716 ) Prepaid expenses 44,928 ( 148,912 ) Tax liability 264,099 294,474 Interest expense — 6,671 Net cash provided by (used in) operating activities ( 400,013 ) 1,006,963 Cash flows from investing activities Investment into trust account — ( 81,628,583 ) Net cash used in investing activities — ( 81,628,583 ) Cash flows from financing activities Proceeds from promissory note — 417,000 Repayment of promissory note — ( 548,671 ) Proceeds from sale of 8,000,000 units at $ 10 per unit in IPO net of offering cost paid at closing — 78,641,719 Proceeds from sale of 248,300 units to Sponsor in private placement — 2,483,000 Proceeds from sale of 40,000 units to underwriters in private placement — 100 Proceeds from sale of 1,000,000 $ 15 strike warrants in private placement — 100,000 Net cash provided by financing activities — 81,093,148 Net increase in cash ( 400,013 ) 471,528 Cash at beginning of period 486,900 46,285 Cash and cash equivalents at end of period $ 86,887 $ 517,813 The accompanying notes are an integral part of the financial statements. 5 BOXABL Inc., formerly known as FG MERGER II CORP NOTES TO THE CONDENSED FINANCIAL STATEMENTS June 30, 2026 (UNAUDITED) NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS BOXABL Inc. 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”). As 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 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 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 . Each 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. Each $ 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 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. 6 Following 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. 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). 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. 7 The Company has until 24 months from the closing of the IPO to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of funds withdrawn for working capital purposes (not to exceed $ 1,000,000 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, 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. The 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. There is no minimum cash required to close the Merger. Closing All 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. 8 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 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. NOTE 2. 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. 9 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 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. Equity Prepaid Forward Transaction On 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. The 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. The Company evaluates the derivative at each reporting date and recognizes changes in fair value in its statements of operations. During 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. As of June 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. Deferred Offering Costs Deferred 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. 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 be recorded 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 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 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 sheet. 10 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 to the extent available; once additional paid-in-capital was reduced to zero, the remaining changes were charged against retained earnings (accumulated deficit). Income Taxes 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. 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 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. 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 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. 11 The 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: SCHEDULE 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 ) Redeemable Non- Redeemable For the Six months ended June 30, 2026 Redeemable Non- Redeemable Shares Shares Total Total number of ordinary shares – basic and diluted 8,000,000 2,295,800 10,295,800 Total number of ordinary shares – Basic 8,000,000 2,295,800 10,295,800 Ownership percentage 77.7 % 22.3 % 100 % Total loss allocated by class $ ( 10,534,739 ) $ ( 3,023,484 ) ( 13,558,223 ) Less: Accretion allocated based on ownership percentage ( 827,618 ) ( 237,528 ) ( 1,065,146 ) Plus: Accretion applicable to the redeemable class 1,065,146 — 1,065,146 Total loss by class $ ( 10,297,211 ) $ ( 3,261,012 ) ( 13,558,223 ) Weighted average shares 8,000,000 2,295,800 Loss per ordinary share – basic and diluted $ ( 1.287 ) $ ( 1.420 ) Net loss from January 1, 2025, to IPO date $ ( 106 ) Net earnings from IPO date to June 30, 2025 897,491 Total earnings from January 1, 2025 to June 30, 2025 $ 897,385 Redeemable Non- Redeemable For the Six months ended June 30, 2025 Redeemable Non- Redeemable Shares Shares Total Total number of ordinary shares – basic 8,000,000 2,295,800 10,295,800 Ownership percentage 78 % 22 % 100 % Total earnings allocated by class $ 700,043 $ 197,342 897,385 Less: Accretion allocated based on ownership percentage ( 2,425,500 ) ( 684,115 ) ( 3,109,615 ) Plus: Accretion applicable to the redeemable class 3,109,615 — 3,109,615 Total earnings (loss) by class $ 1,384,158 $ ( 486,773 ) 897,385 Weighted average shares 6,674,033 2,308,098 Earnings (loss) per ordinary share - basic $ 0.207 $ ( 0.211 ) Redeemable Non- Redeemable For the six months ended June 30, 2025 Redeemable Non- Redeemable Shares Shares Total Total number of ordinary shares – diluted 8,800,000 2,325,380 11,125,380 Ownership percentage 79 % 21 % — Total income allocated by class $ 709,018 $ 188,367 897,385 Less: Accretion allocated based on ownership percentage ( 2,456,596 ) ( 653,019 ) ( 3,109,615 ) Plus: Accretion applicable to the redeemable class 3,109,615 — 3,109,615 Total earnings (loss) by class $ 1,362,037 $ ( 464,652 ) 897,385 Weighted average shares 7,341,436 2,332,776 Earnings (loss) per ordinary share - diluted $ 0.186 $ ( 0.199 ) 12 Net loss from April 1, 2026, to June 30, 2026 $ ( 13,845,985 ) Redeemable Non- Redeemable For the three months ended June 30, 2026 Redeemable Non- Redeemable Shares Shares Total Total number of ordinary shares – basic and diluted 8,000,000 2,295,800 10,295,800 Total number of ordinary shares – Basic 8,000,000 2,295,800 10,295,800 Ownership percentage 77.7 % 22.3 % — Total loss allocated by class $ ( 10,758,330 ) $ ( 3,087,655 ) $ ( 13,845,985 ) Less: Accretion allocated based on ownership percentage ( 266,450 ) ( 76,472 ) ( 342,922 ) Plus: Accretion applicable to the redeemable class 342,922 — 342,922 Total loss by class $ ( 10,681,858 ) $ ( 3,164,127 ) ( 13,845,985 ) Weighted average shares 8,000,000 2,295,800 Loss per ordinary share – basic and diluted $ ( 1.335 ) $ ( 1.378 ) Net earnings from April 1, 2025, to June 30, 2025 $ 582,035 Redeemable Non- Redeemable For the three months ended June 30, 2025 Redeemable Non- Redeemable Shares Shares Total Total number of ordinary shares – basic 8,000,000 2,295,800 10,295,800 Ownership percentage 78 % 22 % — Total earnings allocated by class $ 453,987 $ 128,048 $ 582,035 Less: Accretion allocated based on ownership percentage ( 413,995 ) ( 116,768 ) ( 530,763 ) Plus: Accretion applicable to the redeemable class 530,763 — 530,763 Total earnings by class $ 570,755 $ 11,280 582,035 Weighted average shares 8,000,000 2,295,800 Earnings per ordinary share - basic $ 0.071 $ 0.005 Redeemable Non- Redeemable For the three months ended June 30, 2025 Redeemable Non- Redeemable Shares Shares Total Total number of ordinary shares – diluted 8,800,000 2,325,380 11,125,380 Ownership percentage 79 % 21 % — Total earnings allocated by class $ 459,808 $ 122,227 $ 582,035 Less: Accretion allocated based on ownership percentage ( 419,303 ) ( 111,460 ) ( 530,763 ) Plus: Accretion applicable to the redeemable class 530,763 — 530,763 Total earnings by class $ 571,268 $ 10,767 582,035 Weighted average shares 8,800,000 2,325,380 Earnings per ordinary share - diluted $ 0.065 $ 0.005 13 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. Level 1: 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. Level 2: 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. Level 3: 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. 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: SCHEDULE OF FINANCIAL INSTRUMENTS MEASURED, ON A RECURRING BASIS, AT FAIR VALUE Level 1 Level 2 Level 3 Total As of June 30, 2026: Forward Purchase Agreement liability $ — $ — $ 9,677,387 $ 9,677,387 As of May 28, 2026: Forward Purchase Agreement liability $ — $ — $ 8,603,256 $ 8,603,256 The 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: SCHEDULE OF ROLLFORWARD OF THE DERIVATIVE LIABILITY ASSOCIATED WITH THE FORWARD PURCHASE AGREEMENT Derivative liability – Forward Purchase Agreement at May 28, 2026 $ 8,603,256 Change in fair value of derivative instrument related to Forward Purchase Agreement 1,074,131 Derivative liability – Forward Purchase Agreement at June 30, 2026 $ 9,677,387 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 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. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: SCHEDULE OF OPERATING SEGMENTS June 30, 2026 June 30, 2025 General and administrative expenses $ 4,829,127 $ 210,395 Interest earned in the Trust Account $ 1,212,390 1,402,254 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. 14 Recently Issued Accounting Standard In 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. 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. 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 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. 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. NOTE 3. 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 . NOTE 4. 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 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 . NOTE 5. 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 Shares 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 June 30, 2026, there were 2,000,000 Founder Shares outstanding. 15 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. 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) 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 . 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. On 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 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 . 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. Larry G. 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. Forward Purchase Agreement On May 28, 2026, the Company entered into an OTC Equity Prepaid Forward Transaction with Atsion Opportunity Fund LLC, Series 2, a non-related party. One-half 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. Post Merger Upon 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. 16 NOTE 6. 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 the Sponsor forfeiting 300,000 Founder Shares. The 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 . 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”). Equity Prepaid Forward Transaction On 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. 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. 17 NOTE 7. STOCKHOLDERS’ EQUITY Common 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. Rights — 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. Warrants — The $ 15 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, $ 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 has 1,000,000 $ 15 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. 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. NOTE 8. 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. As 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 (“BOXABL”). Terms used herein but not defined herein shall have the meanings ascribed to them in the Proxy Statement/Prospectus (as defined below). On July 17, 2026 (the “Closing Date”), the parties consummated the transactions contemplated by the Merger Agreement (the “Business Combination”), as follows: The Conversion Prior 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”). Upon 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 Mergers Following 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”). 18 Pursuant 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: ● each 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”); ● each 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 Ratio”); ● all 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; ● each 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; ● each 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; ● all 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; ● no fractional shares of Combined Company Common Stock or Combined Company Merger Preferred Stock were issued. On 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 per share. Listing of Securities Prior 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. As 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. The 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. The 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”). 19 Lock-Up Agreements In 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. For 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 Agreements In 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. The 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. The above-referenced agreements are described in the Proxy Statement/Prospectus. Completion of Acquisition or Disposition of Assets . The 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 . As 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. OTC Forward Purchase Agreements On 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. 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 : $ 1,182,000 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. Share Issuance to Vendor On 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. 20