Form 8-K/A

8-K/A — BOXABL Inc.

Accession: 0001493152-26-041838

Filed: 2026-09-09

Period: 2026-07-17

CIK: 0001906364

SIC: 1520 (GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS)

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-99.3 (ex99-3.htm)

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8-K/A

8-K/A (Primary)

Filename: form8-ka.htm · Sequence: 1

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0001906364

2026-07-17

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 17, 2026

BOXABL

INC.

(Exact

Name of Registrant as Specified in Charter)

Texas

001-42493

86-2579471

(State

of Incorporation)

(Commission

File No.)

(I.R.S.

Employer ID No.)

5345

E. N. Belt Road, North Las Vegas, Nevada

89115

(Address

of Principal Executive Offices)

(Zip

Code)

(702)

500-9000

(Registrant’s

Telephone Number, Including Area Code)

Not

Applicable

(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:

☐

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))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol

Name

of each exchange on which registered

Class

A Common Stock,

$0.0001 par value per share

BXBL

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 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company.

☒

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. ☐

EXPLANATORY

NOTE

This

Amendment No. 1 on Form 8-K/A (this “Amendment 1”) amends Item 9.01 of the Current Report on Form 8-K filed by BOXABL Inc.

(the “Company” or the “Combined Company”) with the Securities and Exchange Commission (the “SEC”)

on July 23, 2026 (the “Original 8-K”), which reported, among other things, the completion on July 17, 2026 of the business

combination (the “Business Combination”) between FG Merger II Corp. (“FGMC”) and BOXABL Inc., a Nevada corporation

(“Legacy BOXABL”) and supplements the exhibit list in the Original 8-K.

This

Amendment 1 amends and supplements Item 9.01(b) of the Original 8-K to amend and restate in their

entirety the unaudited pro forma condensed combined financial information as of March 31, 2026, for the three months ended March 31, 2026,

and for the year ended December 31, 2025, principally to correct the presentation of a forward purchase agreement as described in Note

–7, to correct the presentation of a material prepaid insurance contract, and to correct the presentation of material transaction

costs associated with the business combination.

Except as set forth herein, this Amendment 1 does

not amend, and should be read together with, the Original 8-K, which remains in full force and effect. Capitalized terms used but not

defined in this Amendment 1 have the meanings given to them in the Original 8-K.

Item

9.01 Financial Statements and Exhibits.

(b)

Pro Forma Financial Information

Unaudited

pro forma condensed combined financial information as of March 31, 2026, for the three months ended March 31, 2026, and for the year

ended December 31, 2025 is included as Exhibit 99.3 to this Amendment 1 and incorporated by reference herein.

(d)

Exhibits

Exhibit

Index

Exhibit

99.3

Unaudited pro forma condensed combined financial information as of March 31, 2026, for the three months ended March 31, 2026, and for the year ended December 31, 2025.

Exhibit 104

Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURE

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:

September 08, 2026

BOXABL INC.

By:

/s/ Martin Noe Costas

Name:

Martin

Noe Costas

Title:

Chief

Financial Officer

EX-99.3

Filename: ex99-3.htm · Sequence: 2

Exhibit

99.3

UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The

following unaudited pro forma condensed combined financial statements amend and restate in their entirety the unaudited pro forma condensed

combined financial statements filed as Exhibit 99.3 of Boxabl’s Current Report on Form 8-K filed with the Securities and Exchange

Commission (“SEC”) on July 23, 2026. The primary purpose of this amendment and restatement is to correct the presentation

of a forward purchase agreement as described in Note –7, to correct the presentation of a material prepaid insurance contract,

and to correct the presentation of material transaction costs associated with the business combination.

Unless

expressly indicated or the context requires otherwise, the terms “BOXABL,” “the Company,” “we,” “us,”

and “our” in this document refer to BOXABL Inc., a Texas corporation, and, where appropriate, its subsidiaries.

The

term “FGMC” refers to FG Merger

Sub II Inc., a Nevada corporation. The term “Combined Company” refers to the surviving public company subsequent to the Business

Combination described herein.

Unless

otherwise indicated, dollar amounts above $1,000 in this Report have been rounded to the nearest thousand, million or billion, as applicable.

The

following unaudited pro forma condensed combined financial information presents the combination of the financial information

of FGMC and BOXABL adjusted to give effect to the Business Combination and other transactions. The following unaudited pro forma condensed

combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release

No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

August 4, 2025, BOXABL entered into the Merger Agreement, by and among FGMC, Merger Sub and BOXABL.

Description

of the Business Combination

August 4, 2025, FGMC, BOXABL and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of FGMC (“Merger

Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement

provides for a two-step merger transaction (the “Mergers”) in which, first, Merger Sub will merge with and

into BOXABL (the “First Merger”), with BOXABL surviving as a wholly-owned subsidiary of FGMC, and, immediately

thereafter, BOXABL (as the surviving company in the First Merger) will merge with and into FGMC (the “Second Merger”),

with FGMC continuing as the surviving public company (the “Combined Company”). By virtue of the consummation

of the Mergers, the Combined Company will change its name to BOXABL Inc. The Boards of Directors of BOXABL, FGMC, and Merger Sub have

unanimously approved the Merger Agreement and the transactions contemplated thereby. On July 17, 2026, the Mergers were completed (the

“Closing”).

Consideration

The

aggregate merger consideration to be received by BOXABL stockholders is equal to a combination of preferred and common shares of FGMC

that equals a total of $3,500,000,000, each at a deemed value of $10 per share. There is no minimum cash required to close the Merger.

Pursuant

to the Merger Agreement each share of BOXABL common share and preferred shares issued and outstanding immediately prior to the First

Merger shall be converted into the right to receive common share and preferred shares, respectively of the Combined Company pursuant

to exchange ratio defined in the Merger Agreement. The Combined Company common shares and preferred shares will be issued at the closing

of the Second Merger.

The

following summarizes the aggregated value of the Business Combination consideration

Common stock(1)

246,524,760

Preferred stock(2)

103,475,240

Value per share

$ 10

Total share consideration

$ 3,500,000,000

(1)

Represents

the shares of common stock of the Combined Company that will be issued and exchanged with the BOXABL common shares outstanding. This

includes shares of common stock of the Combined Company underlying the convertible securities including stock option, restricted

stock units and warrants of BOXABL.

(2)

Represents

the Combined Company merger preferred stock that will be issued and exchanged with the BOXABL preferred stock outstanding.

Closing

Conditions

The

closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders

of 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, approval for listing of the Combined Company common stock on Nasdaq or NYSE, absence of any law or order prohibiting

the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

The

Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain

specified circumstances. Either BOXABL or FGMC may terminate the agreement by written notice if the closing has not occurred on or before

July 31, 2026 (the “Agreement End Date”), provided that the right to terminate on this basis is not available

to any party whose breach of the agreement has proximately caused the failure of the closing to occur by such date. Termination is also

permitted by mutual written consent of the parties, or by either party if a governmental authority enacts a law or order that makes consummation

of the transactions illegal or otherwise prohibits the transaction, so long as the terminating party or its subsidiaries did not cause

such prohibition by their own breach.

November 3, 2025, Company entered into an amendment (the “Amendment”) to the Merger Agreement with BOXABL.

Pursuant to the Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from

December 31, 2025, to March 31, 2026.

April 6, 2026, FGMC and BOXABL entered into an amendment to the Merger Agreement:

(A)

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)

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)

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.

May 6, 2026, FGMC and BOXABL entered into an amendment to the forms of Company Lock-Up Agreement and Sponsor Lock-Up Agreement in the

Merger Agreement in order to implement the above-mentioned lock-up provisions.

Termination

Provisions

Additional

termination rights include the ability for either party to terminate if the required stockholder approvals from either BOXABL or FGMC

are not obtained at their respective stockholder meetings, unless the failure to obtain such approval is due to the action or inaction

of the party seeking termination. The agreement may also be terminated by one party if the other party has committed a material breach

of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period

of up to thirty (30) days (or any shorter period remaining before the Agreement End Date) after notice of such breach. Upon termination,

the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability

for any willful and material breach or actual fraud occurring prior to termination. Each party is responsible for its own fees and expenses

incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.

Certain

Related Agreements

Sponsor

Support Agreement

Concurrently

with the execution of the Merger Agreement, FGMC, the Sponsor and BOXABL entered into the Sponsor Support Agreement. Pursuant to the

Sponsor Support Agreement, the Sponsor agreed, among other things, (i) to vote in favor of the proposals presented at the FGMC special

meeting, (ii) not to redeem any FGMC common shares owned by it in connection with the transactions contemplated by the Merger Agreement,

and (iii) waive, to the fullest extent permitted by applicable law and FGMC’s governing documents, any rights to adjustment or

other anti-dilution protections available under the FGMC Charter with respect to the rate at which shares of FGMC preferred stock held

by the Sponsor convert into shares of FGMC common stock in connection with the transactions contemplated by the Merger Agreement. The

Sponsor Support Agreement also includes a provision with respect to the payment by the Sponsor of expenses incurred by FGMC in connection

with the Business Combination in excess of the FGMC Expense Cap. The Sponsor Support Agreement also provides that if there are any amounts

outstanding under any working capital loan extended to FGMC by the Sponsor as of the Closing, then notwithstanding the terms of any such

working capital loan, FGMC will repay such outstanding amounts to the Sponsor at the Closing solely in cash, and not in the form of FGMC

common shares or any other form.

BOXABL

Support Agreement

Concurrently

with the execution of the Merger Agreement, FGMC, BOXABL and certain stockholders of BOXABL entered into the BOXABL Support Agreement.

Pursuant to the BOXABL Support Agreement, certain BOXABL stockholders agreed to, among other things, at any meeting of the stockholders

of BOXABL and in any action by written consent of the stockholders of BOXABL, with respect to the outstanding shares of BOXABL capital

stock held by them, vote in favor of and consent to adopting the Merger Agreement and all other documents and transactions contemplated

thereby, subject to the terms and conditions of the BOXABL Support Agreement. As of the record date for the BOXABL special meeting, such

BOXABL stockholders accounted for approximately 73.79% of the number of then-outstanding shares of BOXABL common stock and approximately

73.79% of the voting power of the then-outstanding shares of BOXABL common stock.

Lock-Up

Agreement

The

Merger Agreement contemplates that, at the Closing, the Combined Company, the Sponsor and certain of the former stockholders of

BOXABL will enter into the Lock-Up Agreements, pursuant to which the parties thereto will agree to restrictions on transfer for up

to one year following the Closing Date with respect to the Lock-Up Shares (as defined in the Lock-Up Agreement), which lock-up,

subject to certain exceptions, will end on the earlier of (i) with respect to 50% of the Lock-up Shares, the earlier of (A) twelve

(12) months following the Closing Date and (B) the date on which the closing price of the Combined Company’s common shares

equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any

twenty (20) trading days within any thirty (30) trading day period commencing after the Closing Date, and (ii) with respect to the

remaining 50% of the Lock-up Shares, twelve (12) months following the Closing Date, or earlier, in each case, if subsequent to the

Closing Date, FGMC consummates a subsequent liquidation, merger, capital stock exchange, reorganization or other similar transaction

that results in all of FGMC’s stockholders having the right to exchange their shares of common stock for cash, securities or

other property. Notwithstanding the foregoing, such lock-up provisions shall automatically expire if the Combined Company’s

common stock trades at or above $20.00 at any time, including during intraday trading.

Forward

Purchase Agreement

May 28, 2026, the Company entered into an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”) with

a counterparty pursuant to which the counterparty intended, but was not obligated, to purchase and hold up to 3,000,000 shares of the

Company’s common stock prior to the closing of the Mergers. See Note 7 -– Forward Purchase Agreement for more details.

Anticipated

Accounting Treatment

The

Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, FGMC,

who is the legal acquirer, will be treated as the “acquired” company for accounting purposes and BOXABL will be treated as

the accounting acquirer. Accordingly, the Business Combination will be treated as the equivalent of BOXABL issuing shares at the closing

of the Business Combination for the net assets of FGMC as of the closing date, accompanied by a recapitalization. The net assets of FGMC

will be stated at historical cost, with no goodwill or other intangible assets recorded.

BOXABL

has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

●

BOXABL

stockholders will have the majority voting interest in the Combined Company.

●

The

Combined Company board of directors will be composed as follows: BOXABL will have the right to designate four (4) directors and FGMC

will have the right to designate one (1) director (a majority of the board who will qualify as independent directors under the Securities

Act and the Nasdaq rules);

●

BOXABL

senior management will be the senior management of the Combined Company post-merger;

●

The

business of Combined Company will comprise the ongoing operations of BOXABL; and

●

BOXABL

is the larger entity, in terms of substantive assets.

Basis

of Pro Forma Presentation

The

unaudited pro forma condensed combined financial information has been prepared reflecting the actual redemption of 3,466,086 shares of

FGMC Public Shares in connection with the Closing, as follows:

●

Scenario

1 — Actual Redemption Scenario: The “Actual Redemption Scenario” reflects the actual redemption

of 3,466,086 shares of FGMC Public Shares in connection with the Closing, resulting in an aggregate cash payment of approximately

$36.0 million out of the trust account based on a redemption price of approximately $10.40 per share.

The

pro forma condensed financial statements have been prepared assuming no PIPE financing since there is no minimum cash closing condition

in the transaction

The

pro forma condensed financial statements have been prepared assuming all common shares of BOXABL including the convertible securities

of BOXABL which includes, stock options, warrants and restricted stock units will exchange into common share of Combined Company at Business

Combination closing and all series of preferred shares of BOXABL will exchange in to preferred shares of Combined Company at Business

Combination closing.

Pro

Forma Ownership

The

table below summarizes the pro forma ownership of Combined Company common stock following the Business Combination, reflecting the actual

redemption of 3,466,086 shares of FGMC Public Shares in connection with the Closing:

●

Actual

Redemption Scenario: The “Actual Redemption Scenario” reflects the actual redemption of 3,466,086 shares of FGMC

Public Shares in connection with the Closing, resulting in an aggregate cash payment of approximately $36.0 million out of the trust

account based on a redemption price of approximately $10.40 per share.

The

ownership percentages reflected in the tables below are based upon the number of shares of BOXABL common Stock issued and outstanding

as of March 31, 2026, and are subject to the following additional assumptions:

●

the

total shares of Combined Company common stock to be issued to holders of BOXABL common stock will be 246,524,760; assuming all Convertible

Securities of BOXABL are also converted into Combined Company common stock

●

the

total shares of Combined Company preferred shares to be issued to holders of BOXABL preferred stock will be 103,475,240;

●

the

beneficial ownership of the Sponsor of 2,000,000 shares FGMC common stock were acquired for an aggregate investment of

$25,000 prior to the IPO. These shares would have become worthless had FGMC not completed a business combination by July 31, 2026

(or during any extension period), as the Sponsor waived any redemption right with respect to those shares; the Business Combination

was completed prior to that date. At the Closing, the Sponsor and affiliates would own a total of 2,273,130 shares of Combined Company

common stock. Such shares have an aggregate market value of approximately $23.1 million based on the closing price of FGMC common

stock of $10.18 on May 1, 2026, the most recent practicable date prior to the date of the accompanying joint proxy statement/prospectus

dated 05/12/2026 on which trading data for FGMC common stock was available;

●

the

beneficial ownership of the Sponsor of 248,300 private placement units, which were acquired for an aggregate investment of $2,483,000

million at the time of the IPO. Each private unit consists of one common share and one private unit right. Each whole

private unit right entitles the holder to convert the right to one-tenth share of common stock.

Such

units would have expired and been worthless had FGMC not completed a business combination by July 31, 2026 or during any extension

period; the Business Combination was completed prior to that date, and these units converted into Combined Company common stock at

the Closing;

●

The

beneficial ownership of the Sponsor of 1,000,000 $15 private warrants which were acquired for an aggregate investment of $100,000

at the time of the IPO. Each $15 private warrant entitles the holder to purchase one share of common stock at an exercise price of

$15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable,

and may be exercised on a cashless basis. Additionally, $15 private warrants and the shares issuable upon the exercise of the $15

private warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject

to certain limited exceptions. These warrants would have expired and been worthless had FGMC not completed a business combination

by July 31, 2026 or during any extension period; the Business Combination was completed prior to that date.

any of these assumptions are not correct, these percentages will be different.

Actual

Redemption Scenario

Percentage

Shares of Combined

Company common stock held by BOXABL stockholders(1)

246,524,760

68.93 %

Shares of Combined Company

preferred stock held by BOXABL stockholders(2)

103,475,240

28.93 %

Shares of Combined Company

common shares held by Sponsor and affiliates(3)

2,273,130

0.64 %

Shares of Combined Company

common stock held by FGMC public stockholders(4 )

5,333,914

1.49 %

of Combined Company common stock held by FGMC Underwriter and Advisor(5 )

52,250

0.01 %

Total

357,659,294

100.00 %

(1)

Consist

of 246,524,760 common shares of Combined Company received by BOXABL shareholder. This includes 233,833,072 shares exchanged for common

shares holder and 12,691,688 common shares of Combined Company exchanged for convertible securities of BOXABL.

These shares were issued to holders of BOXABL’s outstanding stock options and restricted stock units, at the same exchange

ratio applied to BOXABL common shares.

(2)

Represent

the preferred shares of Combined Company received by BOXABL preferred shareholder.

(3)

Consist

of 1,402,910 common shares held by Sponsor, 85,390 common shares held by Ramnarain Joseph Jaigobind and 760,000 common shares held

by directors, officers and advisors. Also, include 22,330 and 2,500 common shares held by Sponsor and Ramnarain Joseph Jaigobind,

respectively underlying the private unit rights. The Sponsor’s 1,000,000 $15 private warrants described below are

not included in this share count; per BOXABL’s Current Report on Form 8-K filed July 23, 2026, all outstanding FGMC warrants

were assumed by the Combined Company and remain outstanding, exercisable warrants of the Combined Company (1,000,000 Combined Company

Warrants outstanding as of the Closing Date), and were not converted into or redeemed for Combined Company common stock at the Closing.

(4)

Represents

4,533,914 FGMC Public Shares remaining following the actual redemption of 3,466,086 shares in connection with the Closing, and 800,000

common shares underlying Public Rights (each Public Right converts into one-tenth (1/10) of one share of Combined

Company common stock upon completion of the Business Combination)

(5)

Consist

of 47,500 common shares underlying Underwriter and Advisor Unit . Also includes 4,750 common shares converted from

rights underlying the Underwriter and Advisor Units (at the same one-tenth (1/10) per right conversion ratio as the Public Rights

described above).

The

following unaudited Pro Forma condensed combined balance sheet as of March 31, 2026, and the unaudited Pro Forma condensed combined statements

of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, are based on the historical financial

statements of FGMC and BOXABL, and the related notes for the period ended December 31, 2024 and 2025 . The unaudited Pro Forma

adjustments are based on information currently available, assumptions, and estimates underlying the Pro Forma adjustments and are described

in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited Pro Forma

condensed combined financial statements.

BOXABL

and FGMC

UNAUDITED

PRO FORMA CONDENSED COMBINED BALANCE SHEET

OF MARCH 31, 2026

Actual

Redemption Scenario

(In Thousands, except share amounts)

BOXABL

(Historical)

FGMC

(Historical)

Transaction

Accounting Adjustments

Pro

Forma Combined

ASSETS

Current assets:

Cash and cash

equivalents

22,256

244

6,293

28,793

Short-term

investments

—

Cash, cash equivalents

and short-term investments

22,256

244

6,293

28,793

Accounts receivable

1,127

—

1,127

Prepaid expenses

—

3,689

3,763

Cash held in trust account

—

82,860

(46,960 )

—

(35,900 )

Loan receivable –

current

—

Escrow receivable

189

—

189

Inventories, net

18,177

—

18,177

Other

current assets

1,026

—

1,026

Total

current assets

42,791

83,178

(72,878 )

53,091

Non-current assets:

Long-term investments

—

Restricted cash

3,987

—

3,987

Property and equipment,

net

6,864

—

6,864

Digital assets

696

—

696

Intangible assets, net

346

—

346

Right of use assets, net

5,773

—

5,773

Deposits on equipment

268

—

268

Loan receivable –

non-current

—

Security deposits

854

—

854

Other long term assets

—

Total

non-current assets

18,867

—

18,867

Total

assets

61,658

83,178

(72,878 )

71,958

LIABILITIES AND STOCKHOLDERS’

EQUITY

Current liabilities:

Accounts payable

1,720

1,784

Tax liability

—

299

—

299

Customer deposits

3,287

—

3,287

Deferred revenue

1,809

—

1,809

Lease liability –

current

3,298

—

3,298

Subscription liability

—

Forward purchase agreement

liability, at fair value

8,603

Accrued

expenses and other current liabilities

1,830

—

1,830

Total current liabilities

11,970

363

8,603

20,936

Long-term liabilities:

Lease

liability – non-current

2,950

—

2,950

Total liabilities

14,920

363

8,603

23,886

Commitments and contingencies

—

Common stock; $0.0001 par value, subject to

possible redemption, 8,000,000 shares at redemption value

—

82,860

(46,960 )

—

(35,900 )

Stockholders’ equity:

Series A preferred stock

2,566

—

(2,566 )

Series A-1 preferred stock

634,479

—

(634,479 )

—

Series A-2 preferred stock

101,003

—

(101,003 )

—

Series A-3 preferred stock

77,165

—

(77,165 )

—

Unclassified preferred

stock

—

Common stock

—

(30 )

Additional paid-in capital

15,058

—

46,960

846,103

815,203

(45 )

(31,078 )

Accumulated other comprehensive income (loss)

—

Accumulated deficit

(783,563 )

(45 )

(798,066 )

(8,603 )

(5,900 )

Total

stockholders’ equity

46,738

(45 )

1,379

48,072

Total

liabilities and stockholders’ equity

61,658

83,178

(72,878 )

71,958

Transaction

Adjustments:

Reflects

the liquidation and reclassification of funds held in the trust account to cash that became available following the Business Combination,

reflecting the actual redemption of 3,466,086 shares of FGMC Public Shares in connection with the Closing. Amount is net of forward

purchase agreement and transaction costs accounted for separately in notes B,H, K and J.

Represents

the capitalization of the remaining balance of $3,687,771 in directors’ and officers’ liability insurance premiums placed

through HUB International in connection with the Business Combination.

Represents

the reclassification of FGMC’s common stock subject to possible redemption to permanent equity, reflecting the actual redemption

of 3,466,086 shares in connection with the Closing.

Represents

the exchange of outstanding BOXABL common shares into 246,524,760 shares of Combined Company at par value of $0.0001 per share upon

the closing of Business Combination. This amount includes the BOXABL convertible securities including Stock Option, Warrants and

Restricted Stock Units being exchanged for common shares.

Represents

the exchange of outstanding BOXABL preferred shares into 103,475,240 shares of Combined Company preferred shares at par value of

$0.0001 per share upon the Business Combination.

Represents

the elimination of FGMC historical accumulated earnings.

Represents

the conversion of public rights, rights underlying the private units, rights underlying the Underwriter and Advisors Units into Combined

Company’s common stock upon Business Combination.

Represents

the recognition of the prepayment of the Forward Purchase Agreement of $31,078,060.

Represents

a change in the fair value of the Forward Purchase Agreement accounted for as a derivative financial instrument under ASC 815 which

is measured at fair value with changes in fair value recognized in earnings. As of May 28, 2026, the Company recorded $8,603,256

loss on the initial recognition of the Forward Purchase Agreement. This adjustment reflects the required payment to the counterparty

upon completion of the Business Combination pursuant to the terms of the Forward Purchase Agreement, which will require final settlement

of this amount within 90 days of the completion of the Business Combination, subject to two additional 90-day extensions at the Company’s

option.

Represents

$5,900,381 of transaction costs directly attributable to the Business Combination, paid at Closing and recorded as a reduction of

Accumulated Deficit in accordance with ASC 805. These costs include fees paid to Continental Stock Transfer & Trust Company,

ThinkEquity LLC, Loeb & Loeb LLP, Advantage Proxy, Holland & Hart LLP, Toppan Merrill, Winston & Strawn LLP, Maxim Group

LLC, and Brownstein Hyatt Farber Schreck LLP

BOXABL

and FGMC

UNAUDITED

PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS

FOR

THE THREE MONTHS ENDED MARCH 31, 2026

Actual Redemption

Scenario

(In thousands, except per share and weighted-average

share data)

BOXABL

(Historical)

FGMC

(Historical)

Transaction

Accounting Adjustments

Pro

Forma Combined

Revenues

1,556

—

1,556

Cost of goods sold

4,909

—

4,909

Gross loss

(3,353 )

—

(3,353 )

Operating expenses:

General and administrative

3,189

273

(273 )

3,270

Sales and marketing

525

—

525

Research and development

566

—

566

Impairment loss

—

Total

operating expenses

4,280

273

(192 )

4,361

Loss from operations

(7,633 )

(273 )

192

(7,714 )

Other income:

Interest income

209

722

(722 )

209

Other expense

(155 )

—

(155 )

Income tax expense

—

(161 )

161

—

Total

other income:

561

(561 )

Net

(loss) income attributed to common stockholders

(7,579 )

288

(369 )

(7,660 )

Weighted average common shares outstanding

– basic and diluted

3,000,000,000

254,184,054

Net loss per common share

– basic and diluted

(0.00 )

(0.03 )

Weighted average non-redeemable common shares outstanding diluted

2,295,800

Diluted income per share, redeemable shared

(0.04 )

Weighted average redeemable common shares outstanding – basic

8,000,000

Basic income per share, redeemable shares

0.05

Weighted average redeemable common shares outstanding – diluted

8,800,000

Diluted income per share, redeemable shares

0.04

Adjustments

and Reclassifications to Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2026

Represents

the straight line amortization of the 3-months ended March 31, 2026 related to the directors’ and officers’ liability

insurance premiums placed through HUB International in connection with the Business Combination.

Reflects

the elimination of non-recurring FGMC expenses after giving effect to the Business Combination as if it had occurred on January 1, 2025.

This adjustment is non-recurring and is not expected to have a continuing impact on the Combined Company’s future results of

operations.

Reflects

the elimination of interest income and lax liability on interest income generated from the investments held in the trust account

after giving effect to the Business Combination as if it had occurred on January 1, 2025. This adjustment will have a continuing

impact on the Combined Company’s future results of operations, as the Company will not generate interest income from the trust

account following the Closing.

BOXABL

and FGMC

UNAUDITED

PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS

FOR

THE YEAR ENDED DECEMBER 31, 2025

Actual Redemption

Scenario

(In thousands, except per share and weighted-average

share data)

BOXABL

(Historical)

FGMC

(Historical)

Transaction

Accounting Adjustments

Pro

Forma Combined

Revenues

1,514

—

1,514

Cost of goods sold

17,314

—

17,314

Gross loss

(15,800 )

—

(15,800 )

Operating expenses:

General and administrative

14,675

972

(972 )

22,637

5,900

2,062

Sales and marketing

25,428

—

25,428

Research and development

3,297

—

3,297

Impairment loss

—

Total

operating expenses

43,400

972

6,990

51,362

Loss from operations

(59,200 )

(972 )

(6,990 )

(67,162 )

Other income:

Interest income

1,397

3,037

(3,037 )

1,397

Other income

254

—

254

Loss on initial recognition of Forward Purchase

Agreement liability

—

(8,603 )

Income tax expense

—

(638 )

638

—

Total

other income:

1,651

2,399

(11,002 )

(6,952 )

Net (loss) income attributed

to common stockholders

(57,549 )

1,427

(17,992 )

(74,114 )

Weighted average common shares outstanding

– basic and diluted

3,000,000,000

254,184,054

Net loss per common share

– basic and diluted

(0.02 )

(0.29 )

Weighted average redeemable common shares outstanding – basic

7,342,466

Basic income per share, redeemable shares

0.26

Weighted average redeemable common shares outstanding – diluted

8,076,712

Basic income per share, non-redeemable shares

0.23

Weighted average non-redeemable common shares outstanding – basic

2,301,899

Basic loss per non-redeemable share –

basic

(0.21 )

Weighted average non-redeemable common shares outstanding – diluted

2,329,047

Basic and diluted loss per non-redeemable share

(0.20 )

Adjustments

and Reclassifications to Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025

Represents

the capitalization of the remaining balance of $3,687,771 in directors’ and officers’ liability insurance premiums placed

through HUB International in connection with the Business Combination.

Reflects

the elimination of non-recurring FGMC expenses after giving effect to the Business Combination as if it had occurred on January 1, 2025.

This adjustment is non-recurring and is not expected to have a continuing impact on the Combined Company’s future results of

operations.

Reflects

the elimination of interest income and lax liability on interest income generated from the investments held in the trust account

after giving effect to the Business Combination as if it had occurred on January 1, 2025. This adjustment will have a continuing

impact on the Combined Company’s future results of operations, as the Company will not generate interest income from the trust

account following the Closing.

Reflects

the fair value of Forward Purchase Agreement accounted for as a derivative financial instrument as per ASC 815 where changes in fair

value are recognized in earnings. This is a non-recurring transaction accounting adjustment and is not expected to have a continuing

impact on the Combined Company’s results of operations.

Represents

the accrual of additional transaction costs of $5,900,381 incurred subsequent to December 31, 2025; these costs were incurred and

paid in the month ending July 31, 2026, and are reflected only in the pro forma statement of operations for the year ended December

31, 2025. This adjustment is non-recurring and is not expected to have a continuing impact on the Combined Company’s future

results of operations

NOTES

TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Note

1 — Description of the Business Combination