Announcement • Aug 06

Boxabl Inc. signed a definitive merger agreement to acquire FG Merger II Corp. (NasdaqGM:FGMC.U) from FG Merger Investors II LLC and others in a reverse merger transaction for $3.5 billion.

Boxabl Inc. signed a definitive merger agreement to acquire FG Merger II Corp. (NasdaqGM:FGMC.U) from FG Merger Investors II LLC and others in a reverse merger transaction for $3.5 billion on August 4, 2025. FGMC to issue 350,000,000 shares to BOXABL. FGMC will change its name to BOXABL upon closing of transaction. BOXABL is led by founders and Co-CEO's, Paolo and Galiano Tiramani who will continue to lead the combined company following the closing of transaction. Upon closing of the merger, the newly combined company is expected to continue listing on the Nasdaq Stock Market under the symbol "BXBL." This marks a significant step forward in BOXABL's journey toward becoming a publicly listed company. The transaction is subject to approval of the transaction by the stockholders of the Boxabl and FGMC, effectiveness of a registration statement on Form S-4 to be filed by FGMC 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 and approval for listing of the common shares on Nasdaq or NYSE. Boxabl and FG Merger II Corp board unanimously approved the deal. The transaction is expected to complete on or before December 31, 2025. Maxim Group LLC acted as financial advisor for Boxabl Inc. Michael J. Blankenship of Winston & Strawn LLP acted as legal advisor for Boxabl Inc. Mitchell Nussbaum and Giovanni Caruso of Loeb & Loeb LLP acted as legal advisor for FG Merger II Corp. Continental Stock Transfer & Trust Company acted as transfer agent/registrar for Boxabl Inc.

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Boxabl Inc. signed a definitive merger agreement to acquire FG Merger II Corp. (NasdaqGM:FGMC.U) from FG Merger Investors II LLC and others in a reverse merger transaction for $3.5 billion.

FG Merger II Corp. has completed an IPO in the amount of $80 million.

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