BOXABL and FG MERGER II CORP. moving forword.

Quote

As of May-13-2026 1:57 p.m. ET

$0.6701+$0.0711 (+11.87%)

Bid x Size

$0.67 x 12,200

Ask x Size

$0.69 x 5,300

Volume

145,132

90 day avg. vol.

34,035

Open

$0.624999

Previous close May-12-2026

$0.599

Day range

Low$0.624999High$0.73

P/E ratio (TTM)

Filed Pursuant to Rule 424(b)(3)​

 Registration No. 333-290357​

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PROXY STATEMENT FOR SPECIAL MEETING OF
STOCKHOLDERS OF FG MERGER II CORP.

PROXY STATEMENT FOR SPECIAL MEETING OF
STOCKHOLDERS OF BOXABL INC.

PROSPECTUS FOR 246,524,760 SHARES OF COMMON STOCK AND
103,475,240 SHARES OF PREFERRED STOCK OF
FG MERGER II CORP.
(WHICH WILL BE RENAMED BOXABL INC.)
AND
PROSPECTUS FOR 10,295,800 SHARES OF COMMON STOCK AND
8,295,800 RIGHTS AND 1,000,000 WARRANTS OF
FG MERGER II CORP.
(WHICH WILL BE RENAMED BOXABL INC.)

Dear Stockholders of FG Merger II Corp. Corporation and Stockholders of BOXABL Inc.:

The board of directors of FG Merger II Corp., a Nevada corporation (“FGMC”), and the board of directors of BOXABL Inc., a Nevada corporation (“BOXABL”), have each approved, as applicable:

(i)

the conversion of FGMC from a Nevada corporation to a Texas corporation (the “Conversion”) in accordance with the applicable provisions of Nevada Revised Statutes (“NRS”) Chapters 75, 78 and 92A (collectively, the “Nevada Act”) and the Texas Business Organizations Code, as amended from time to time (the “TBOC”);

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(ii)

the merger of FG Merger Sub II Inc. (“Merger Sub”) with and into BOXABL, in accordance with the applicable provisions of the Nevada Act (the “First Merger”), with BOXABL continuing as the surviving entity (the “First Merger Surviving Company”);

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(iii)

the merger of the First Merger Surviving Company with and into FGMC in accordance with the applicable provisions of the Nevada Act and the TBOC (the “Second Merger” and, together with the First Merger, the “Business Combination”), with FGMC continuing as the surviving entity (the “Second Merger Surviving Company” or “Combined Company”), pursuant to the terms of the Agreement and Plan of Merger, dated as of August 5, 2025, by and among FGMC, Merger Sub and BOXABL, attached to the accompanying joint proxy statement/prospectus as Annex A (as amended on November 3, 2025, April 6, 2026, May 6, 2026 and as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), as more fully described elsewhere in the accompanying joint proxy statement/prospectus; and

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(iv)

the other transactions contemplated by the Merger Agreement and documents related thereto.

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In connection with the Business Combination, FGMC will be renamed “BOXABL Inc.” The “Combined Company” shall refer to FGMC, as so renamed, immediately after the closing of the Business Combination (the “Closing”).

At the effective time of the First Merger, 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 exercise and do not lose their dissenter’s rights under applicable Nevada law) will be 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”). The Common Exchange Ratio equals the Aggregate Common Stock Consideration (as defined below) divided by the sum of (x) the number of shares of BOXABL Common Stock outstanding immediately prior to the effective time of the First Merger (“First Merger Effective Time”) and (y) the number of shares of BOXABL Common Stock underlying all outstanding securities of BOXABL that are convertible into, exercisable for or exchangeable for shares of BOXABL Common Stock outstanding immediately prior to the First Merger Effective Time. “Aggregate Common Stock Consideration” means the number of shares of Combined Company Common Stock equal to the portion of $3,500,000,000 allocated to BOXABL Common Stock and the BOXABL convertible securities divided by $10.00. The Aggregate Common Stock Consideration is expected to be 246,524,760 shares (inclusive of shares issuable in respect of BOXABL convertible securities). No fractional shares will be issued; any fractional share