Current Report · Items 1.01, 3.02, 9.01 · 8-K
BOXABL, Inc.
BXBLNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
Item 1.01 Entry into a Material Definitive Agreement. On August 25, 2026, BOXABL Inc. (the “Company”) entered into a Product Purchase Agreement (the “Agreement”) with LC Vegas Acquisitions, LLC (the “Buyer”). The Agreement contemplates the purchase of up to 1,580 BOXABL ranch homes over a three-year period. Any purchases under the Agreement must be in batches of 50 units.…
Company context
FG Merger II Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
Current securities
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
On
August 25, 2026, BOXABL Inc. (the “Company”) entered into a Product Purchase Agreement (the “Agreement”) with
LC Vegas Acquisitions, LLC (the “Buyer”). The Agreement contemplates the purchase of up to 1,580 BOXABL ranch homes over
a three-year period. Any purchases under the Agreement must be in batches of
50 units.
The
ranch homes contemplated by the Agreement would be a new BOXABL design that includes three bedrooms and 2.5 bathroom, with 1400 square
feet of interior space plus a carport. The Agreement provides for payment of $100,000 by the Buyers towards engineering and design work
for the ranch homes.
The
Company is responsible for engineering and design of the homes, providing interior mechanicals, plumbing and electrical and securing
approval from the State of Nevada for the plan sets. The Company will also providing local oversight and project management for site
installation. Buyer is responsible for site development and local permits for site plans, installation on foundations, zoning, utilities,
interior finishes and occupancy permits. Buyer is also responsible for providing roofing, cladding and any garage or carport. The aggregate
potential amount of purchases under the Agreement is approximately $233 million, subject to adjustment following finalization of engineering
and material selections.
The
Agreement does not require that the Buyer purchase any homes and may be terminated at any time by the Buyer upon written notice
to the Company. Upon termination, the Buyer would be responsible for payment for approved work and expenses incurred by the Company.
The
Company entered into an amendment to the Agreement on August 25, 2026, under which it has agreed to issue shares of Class A Common Stock
to the Buyer as an incentive to the Buyer to place significant orders under the Agreement. The Company has agreed to issue to the Buyer
a dollar amount of shares, based on the volume weighted average price of the Class A Common Stock on Nasdaq on the date of any deposit
made towards purchase of units under the Agreement. The incentives would result in the issuance of $1 million in Class A Common Stock
for a deposit amount between $10 million and $19.9 million, $2 million in Class A Common Stock for a deposit amount between $20 million
and $29.9 million, and $3 million in Class A Common Stock for a deposit amount of $30 million or greater, subject to certain beneficial
ownership limitations. In addition, the Company agrees to register the Class A Common Stock issued under the incentive for resale within
120 days after the final payment has been received associated with the purchase order for which the incentive was granted.
The
description of the Agreement, as amended, is qualified entirely by reference to Exhibit 10.1 hereto, which is incorporated by reference
herein.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item
3.02, Unregistered Sales of Equity Securities
See
Item 1.01 above.