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Form 8-K

sec.gov

8-K — FG Merger II Corp.

Accession: 0001104659-26-042091

Filed: 2026-04-10

Period: 2026-04-06

CIK: 0001906364

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

April 6, 2026

FG MERGER II CORP.

(Exact name of registrant as specified in its

charter)

Nevada

001-42493

86-2579471

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

104 S. Walnut Street, Unit 1A

Itasca,

IL 60143

(Address of principal executive offices)

(847)

751-9017

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

x

Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

FGMC

THE NASDAQ STOCK MARKET LLC

Rights

FGMCR

THE NASDAQ STOCK MARKET LLC

Units

FGMCU

THE NASDAQ STOCK MARKET LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule

12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into A Material Definitive

Agreement.

Amendment to the Merger Agreement

On April 6, 2026, FG Merger

II Corp. (“FGMC”), entered into an Amendment (the “Amendment”) to that certain Agreement

and Plan of Merger, dated as of August 4, 2025 (as amended on November 3, 2025, the “Merger Agreement”), by

and among FGMC, BOXABL Inc., (“BOXABL”) and FG Merger Sub II Inc. (“Merger Sub” and

together with BOXABL and FGMC, the “Parties”). Capitalized terms used herein but not defined herein have the

meanings ascribed thereto in the Merger Agreement.

Pursuant to the Amendment,

the Parties to the Merger Agreement agreed:

(A) to extend the Agreement End Date for the Merger Agreement from March 31,

2026 to July 31, 2026;

(B) that the Company and the Acquiror shall jointly enter into agreements, subject

to any consent needed from ThinkEquity LLC, or amendments to existing agreements, providing for the release of any lock-up provisions

applicable to the Acquiror Securities owned by the Sponsor Parties, Paolo Tiramani, Galiano Tiramani, or any of their respective Affiliates,

such that such lock-up provisions shall automatically expire if the Acquiror Common Stock trades at or above $20.00 at any time, including

during intraday trading;

(C) to clarify that the definition of Acquiror Securities includes the 8,295,800

rights (for the issuance of 829,580 shares of Acquiror Common Stock), each right entitling the holder thereof to receive one-tenth (1/10)

of a share of Acquirer Common Stock upon the consummation of an initial business combination; and

(D) to provide that either the Company or the Acquiror has the right to terminate

the Merger Agreement if either party has made a written request of the other party pursuant to the Merger Agreement and five Business

Days have passed, and the requesting party has not received a response.

The foregoing summary

of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed

as Exhibit 2.1 and is incorporated by reference herein.

Additional Information About the Proposed Transaction

and Where to Find It

Additional information about

the transaction, including a copy of the merger agreement has been filed by FGMC in a Current Report on Form 8-K with the U.S. Securities

and Exchange Commission (the “SEC”). The proposed transaction will be submitted to shareholders of FGMC for

their consideration. FGMC has filed a registration statement on Form S-4 (the “Registration Statement”) with

the SEC, which includes preliminary and definitive proxy statements to be distributed to FGMC’s shareholders in connection with

FGMC’s solicitation of proxies for the vote by FGMC’s shareholders in connection with the proposed transaction and other matters

to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to BOXABL’s

shareholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared

effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to BOXABL stockholders and FGMC shareholders

as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, FGMC and BOXABL

shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments

thereto and, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC by FGMC in connection

with the proposed transaction, as these documents will contain important information about FGMC, BOXABL and the proposed transaction.

Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents

filed by FGMC with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request

to FG Merger II Corp., 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143 or to BOXABL 5345 E North Belt Rd Las Vegas NV 89115.

2

Forward-Looking Statements

This Current Report on Form

8-K includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may

be identified by the use of words such as “plan,” “project,” “will,” “estimate,” “intend,”

“expect,” “believe,” “target,” “continue,” “could,” “may,” “might,”

“possible,” “potential,” “predict” or similar expressions that predict or indicate future events or

trends or that are not statements of historical matters. We have based these forward-looking statements on current expectations and projections

about future events. These statements include: projections of market opportunity and market share; estimates of customer adoption rates

and usage patterns; projections of development and commercialization costs and timelines; expectations regarding BOXABL’s ability

to execute its business model and the expected financial benefits of such model; expectations regarding BOXABL’s ability to attract,

retain, and expand its customer base; BOXABL’s deployment of Casita; BOXABL’s expectations concerning relationships with strategic

partners, suppliers, governments, regulatory bodies and other third parties; future ventures or investments in companies, products, services,

or technologies; development of favorable regulations and government incentives affecting BOXABL’s markets; the potential benefits

of the proposed transaction and expectations related to its terms and timing; and the potential for BOXABL to increase in value.

These forward-looking statements

are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance,

a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict

and will differ from assumptions, many of which are beyond the control of BOXABL and FGMC.

These forward-looking statements

are subject to known and unknown risks, uncertainties and assumptions that may cause our actual results, levels of activity, performance

or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied

by such statements. Such risks and uncertainties include: that BOXABL is pursuing an emerging technology, faces significant technical

challenges and may not achieve commercialization or market acceptance; BOXABL’s historical net losses and limited operating history;

BOXABL’s expectations regarding future financial performance, capital requirements and unit economics; BOXABL’s use and reporting

of business and operational metrics; BOXABL’s competitive landscape; BOXABL’s dependence on members of its senior management

and its ability to attract and retain qualified personnel; the capital requirements of BOXABL’s business plans and the potential

need for additional future financing; BOXABL’s ability to manage growth and expand its operations; potential future acquisitions

or investments in companies, products, services or technologies; BOXABL’s reliance on strategic partners and other third parties;

BOXABL’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection

or cybersecurity incidents and related regulations; the use and regulation of artificial intelligence and machine learning; uncertainty

or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic

environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company;

the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely

affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of FGMC could elect to have

their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event,

change, or other circumstance that could give rise to the termination of the merger agreement; the outcome of any legal proceedings or

government investigations that may be commenced against BOXABL or FGMC; failure to realize the anticipated benefits of the proposed transaction;

the ability of FGMC or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or

in the future; and other factors described in FGMC’s filings with the SEC. Additional information concerning these and other factors

that may impact such forward-looking statements can be found in filings and potential filings by BOXABL, FGMC or the combined company

resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize

or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In

addition, these statements reflect the expectations, plans and forecasts of BOXABL’s and FGMC’s management as of the date

of this Current Report on Form 8-K; subsequent events and developments may cause their assessments to change. While BOXABL and FGMC may

elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly,

undue reliance should not be placed upon these statements.

3

In addition, statements that

“we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon

information available to us as of the date of this Current Report on Form 8-K, and while we believe such information forms a reasonable

basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have

conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain

and investors are cautioned not to unduly rely upon these statements.

An investment in FGMC is not

an investment in any of our founders’ or sponsors’ past investments, companies or affiliated funds. The historical results

of those investments are not indicative of future performance of FGMC, which may differ materially from the performance of our founders’

or sponsors’ past investments.

Participants in the Solicitation

FGMC, BOXABL and certain of

their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants

in the solicitation of proxies from FGMC’s shareholders in connection with the proposed transaction. Information regarding the persons

who may, under SEC rules, be deemed participants in the solicitation of FGMC’s and BOXABL’s shareholders in connection with

the proposed transaction will be set forth in proxy statement/prospectus when it is filed by FGMC and BOXABL with the SEC. You can find

more information about FGMC’s directors and executive officers in its Annual Report on Form 10-K, filed with the SEC on March 31,

2026 and in periodic reports filed by FGMC with the SEC. You can find more information about BOXABL’s directors and executive officers

in its Annual Report on Form 10-K, filed with the SEC on March 28, 2026. Additional information regarding the participants in the proxy

solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes

available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it

becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described

above.

No Offer or Solicitation

This Current Report on Form

8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval,

nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such jurisdiction. This Current Report on Form 8-K, and under no circumstances is to

be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other

jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities

Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY

OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE

INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are

being filed herewith:

Exhibit

Number

Description

2.1

Amendment to Merger Agreement, dated as of April 6, 2026, by and among

FG Merger II Corp., BOXABL Inc., and FG Merger Sub II Inc.

104

Cover Page Interactive Data File (embed within the Inline XBRL document)

4

SIGNATURES

Pursuant to the requirements of the Securities

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

Dated: April 10, 2026

FG MERGER II CORP.

By:

/s/ Hassan R. Baqar

Name:

Hassan R. Baqar

Title:

Chief Financial Officer

5

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2611529d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

SECOND AMENDMENT TO AGREEMENT AND PLAN OF

MERGER

THIS SECOND AMENDMENT TO THE

AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of April 6, 2026, by and among FG MERGER

II CORP., a Nevada corporation (“Acquiror”), FG MERGER SUB II INC., a Nevada corporation (“Merger

Sub”), and BOXABL INC., a Nevada corporation (the “Company”). Acquiror, Merger Sub and the Company

are sometimes referred to collectively in this Amendment as the “Parties.”

RECITALS

A.            The Parties entered into that certain Agreement and Plan of Merger, dated as of August 4, 2025, as amended by that certain First Amendment to the Agreement and Plan of Merger, dated as of November 3, 2025 (as amended, the “Agreement”).

B.             The

Parties desire to modify the terms of the Agreement as more specifically provided herein, all upon and subject to the terms and conditions

of this Amendment.

NOW, THEREFORE, for

and in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

1.

Capitalized Terms. All initially capitalized, undefined terms herein will have the meaning given such terms in the Agreement.

2.

Amendments. The Agreement shall be amended as follows:

(a) The date set forth in the first sentence of Section 10.1(e) is hereby deleted and replaced with “July

31, 2026”.

(b) A new Section 8.9 is hereby added to the Agreement:

“Prior to the earlier of the Closing

or May 6, 2026, the Company and the Acquiror shall jointly enter into agreements, subject to any consent needed from ThinkEquity LLC,

or amendments to existing agreements, providing for the release of any lock-up provisions applicable to the Acquiror Securities owned

by the Sponsor Parties, Paolo Tiramani, Galiano Tiramani, or any of their respective Affiliates, such that such lock-up provisions shall

automatically expire if the Acquiror Common Stock trades at or above $20.00 at any time, including during intraday trading. For the avoidance

of doubt, any Acquiror Securities held by the Sponsor Parties that are only subject to a 30-day lockup post-Closing will not remain in

lock-up past such 30 days due to the preceding sentence.”

(c) The first sentence of Section 5.11(a) is hereby deleted in its entirety and replaced with the following:

“(a) As of the date of this Agreement,

(I) the authorized share capital of Acquiror is (A) 100,000,000 shares of Acquiror Common Stock, 10,295,800 of which are issued and outstanding

as of the date of this Agreement, (B) 1,000,000 shares of Acquiror Preferred Stock, none of which are issued and outstanding as of the

date of this Agreement, and (C) 1,000,000 private placement warrants (as described in the Prospectus (as defined below)), each exercisable

for one share of Acquiror Common Stock at an exercise price of $15 per share, and (II) 8,295,800 rights (for the issuance of 829,580 shares

of Acquiror Common Stock) are issued and outstanding, each right entitling the holder thereof to receive one-tenth (1/10) of a share of

Acquirer Common Stock upon the consummation of an initial business combination, as described in more detail in the Prospectus (the securities

in clauses I and II, collectively, the “Acquiror Securities”).”

(d) A new Section 10.1(i) is hereby added to the Agreement:

“(i) by written notice of the Company

or Acquiror if either party has made a written request of the other party pursuant to this Agreement and five Business Days have passed,

and the requesting party has not received a response.

3.              Governing

Law. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of Nevada without

reference to conflict of laws principles.

4.              Binding

Effect. This Amendment is binding upon and shall inure to the benefit of the Parties and their respective heirs, successors and permitted

assigns, subject however to all terms and conditions contained in the Agreement.

5.              Execution;

Counterparts. This Amendment may be executed in any number of counterparts, including electronic counterparts, each of which shall

be deemed to be an original, and all of which together shall constitute one and the same instrument.

[NO FURTHER TEXT ON THIS PAGE;

SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the Parties

have caused this Amendment to be duly executed and delivered as of the day and year first set forth above.

ACQUIROR:

FG MERGER II CORP.

By:

/s/

Larry Swets

Name:

Larry Swets

Title:

Chief Executive Officer

MERGER SUB:

FG MERGER SUB II INC.

By:

/s/ Hassan

Baqar

Name:

Hassan Baqar

Title:

Chief Executive Officer

COMPANY:

BOXABL INC.

By:

/s/ Galiano

Tiramani

Name:

Galiano Tiramani

Title:

co-Chief Executive Officer

Signature page to

Second Amendment to Agreement and Plan of Merger

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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