FG Merger II Corp. acquires BOXABL Inc. (2026)

Deal facts

Buyer: FG Merger II Corp.
Target: BOXABL Inc.
Deal value: Not disclosed
Announced: 11 May 2026
Status: Firm intention
Sector: Other
Country: United States
Consideration: shares

Sources

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Deal timeline

1 update

11 May 2026Firm intention
FG Merger II Corp. firm intention to acquire BOXABL Inc.
Item 1.01 Entry Into A Material Definitive Agreement. Third Amendment to the Merger Agreement On May 6, 2026, BOXABL Inc. (“ BOXABL ”) entered into a Third Amendment (the “ Third Amendment ”) to that certain Agreement and Plan of Merger, dated as of August 4, 2025, as amended by the First Amendment to the Agreement and Plan of Merger dated November 3, 2025, as amended by the Second Amendment dated
Source

OpinionExit Mode editorial

We see a distinct shift in how capital is being deployed for high-growth US technology firms. The announced firm intention between FG Merger II Corp and BOXABL Inc, dated 11 May 2026, structures this transaction as a merger of equals rather than a traditional acquisition. This distinction is not merely semantic. It signals a strategic alignment where the target retains significant operational autonomy while accessing the liquidity of a public vehicle. The deal is set to close via a share-only consideration structure, meaning the founders and early investors in BOXABL will remain invested in the combined entity rather than cashing out. This approach often reflects a strong belief in the long-term value of the underlying technology and the ability of the combined group to scale without the immediate pressure of debt servicing or cash payout obligations.

For the SME founder watching from across the Atlantic, this US-centric move offers a clear lesson on deal mechanics. When a transaction is labelled a merger of equals, the commercial reality often involves complex governance arrangements. You must scrutinise the change-of-control covenants and the specific voting rights attached to the new share class. In a share-only deal, your exposure to market volatility increases immediately upon completion. There is no escrow holding cash to protect you if the combined entity underperforms. The regulatory context here is primarily domestic US, yet the anti-trust thresholds and competition issues remain a critical path to completion. The absence of a stated value in the initial announcement is typical for such structures but leaves the economic outcome entirely dependent on the future share price performance of the merged group.

We think the most prudent path for founders in this position is to demand clarity on the governance structure before signing. A merger of equals requires a robust framework to prevent the buyer from unilaterally altering the strategic direction. The risk of dilution is real when the consideration is purely equity. You need to understand exactly how many shares the target shareholders will receive and what lock-up periods apply to those holdings. Do not assume that a merger of equals implies equal power in the boardroom. The mechanics of the share exchange ratio will dictate your ultimate return.

Your immediate action this week is to request the draft term sheet detailing the share exchange ratio and the specific voting rights for the new combined board. Do not proceed with any further discussions until you have modelled the dilution impact on your current stake under the proposed share-only structure.

Editorial opinion. Not financial or legal advice.

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FG Merger II Corp.

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FG Merger II Corp. to acquire BOXABL Inc.

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