FG Merger II Corp美股招股说明书(2026-05-13版)

PROXY STATEMENT FOR SPECIAL MEETING OFSTOCKHOLDERS OF BOXABL INC. PROSPECTUS FOR 246,524,760 SHARES OF COMMON STOCK AND103,475,240 SHARES OF PREFERRED STOCK OFFG MERGER II CORP.(WHICH WILL BE RENAMED BOXABL INC.)ANDPROSPECTUS FOR 10,295,800 SHARES OF COMMON STOCK AND8,295,800 RIGHTS AND 1,000,000 WARRANTS OFFG 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 ofdirectors 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”) inaccordance with the applicable provisions of Nevada Revised Statutes (“NRS”) Chapters 75, 78and 92A (collectively, the “Nevada Act”) and the Texas Business Organizations Code, as amendedfrom time to time (the “TBOC”); (ii)the merger of FG Merger Sub II Inc. (“Merger Sub”) with and into BOXABL, in accordance withthe applicable provisions of the Nevada Act (the “First Merger”), with BOXABL continuing as thesurviving entity (the “First Merger Surviving Company”); (iii)the merger of the First Merger Surviving Company with and into FGMC in accordance with theapplicable provisions of the Nevada Act and the TBOC (the “Second Merger” and, together withthe 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 theAgreement and Plan of Merger, dated as of August5, 2025, by and among FGMC, Merger Sub andBOXABL, attached to the accompanying joint proxy statement/prospectus as Annex A (asamended on November 3, 2025, April 6, 2026, May6, 2026 and as it may be further amended,supplemented or otherwise modified from time to time, the “Merger Agreement”), as more fullydescribed elsewhere in the accompanying joint proxy statement/prospectus; and (iv)the other transactions contemplated by the Merger Agreement and documents related thereto. 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 BusinessCombination (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 whoproperly exercise and do not lose their dissenter’s rights under applicable Nevada law) will be convertedinto the right to receive a number of shares of common stock of the Combined Company (“CombinedCompany 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 StockConsideration (as defined below) divided by the sum of (x)the number of shares of BOXABL CommonStock 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 BOXABLthat are convertible into, exercisable for or exchangeable for shares of BOXABL Common Stockoutstanding 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 $3,500,000,000allocated to BOXABL Common Stock and the BOXABL convertible securities divided by $10.00. TheAggregate Common Stock Consideration is expected to be 246,524,760 shares (inclusive of shares issuablein respect of BOXABL convertible securities). No fractional shares will be issued; any fractional share otherwise issuable will be rounded up to the nearest whole share in accordance with the Merger Agreement,and any rounding that results in an excess above the aggregate merger consideration will reduce theconsideration otherwise payable to Paolo Tiramani and Galiano Tiramani and their affiliates on a proratabasis. Each share of BOXABL’s preferred stock, par value $0.00001 (“BOXABL Preferred Stock”) (other thanany shares held by preferred stockholders who properly exercise and do not lose their dissenter’s rightsunder applicable Nevada law) will be converted into the right to receive a number of shares of preferredstock of the Combined Company (“Combined Company Merger Preferred Stock”) as determined by theexchange ratio set forth in the Merger Agreement (the “Preferred Exchange Ratio”). The Preferred ExchangeRatio equals the Aggregate Preferred Consideration (as defined below) divided by the number of shares ofBOXABL Preferred Stock outstanding immediately prior to the First Effective Time. “Aggregate PreferredConsideration” means the number of shares of Combined Company Merger Preferred Stock equal to theportion of the aggregate merger consideration allocated to BOXABL Preferred Stock divid