Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
Attached
as Exhibit 99.1 and incorporated herein by reference is the investor presentation dated April 20, 2026, for use by BOXABL Inc., a Nevada
corporation (the “ BOXABL ”), and FG Merger II Corp., a Nevada corporation (“ FGMC ”),
in connection with the distribution to investors and in-person presentations regarding the proposed business combination between FGMC,
BOXABL and FG Merger Sub II Inc., as described in this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit
99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “ Exchange Act ”), or otherwise subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of SPAC under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality
of any information of the information contained in this Item 7.01, including Exhibit 99.1.
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.
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.
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.