{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-034441","form_type":"8-K","ticker":"FGMC","cik":"0001906364","company_name":"FG Merger II Corp.","filed_at":"2026-07-23T21:29:34+00:00","discovered_at":"2026-07-23T21:30:00.309348+00:00","generated_at":"2026-07-23T21:30:14.065825+00:00","sec_items":["1.01","1.02","2.01","9.01","3.01","3.02","3.03","4.01","5.01","5.02","5.03","5.06","7.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"BOXABL closes $3.5B SPAC merger, begins trading on Nasdaq as BXBL","bullets":["Merger closed July 17, 2026; BOXABL merged into FGMC, renamed BOXABL Inc.; common stock trades on Nasdaq as BXBL.","Aggregate merger consideration of $3.5B based on $10.00/share; issued 246.5M common and 103.5M preferred shares to former BOXABL holders.","3,466,086 FGMC shares redeemed for $36,048,176; post-closing common shares outstanding ~241.5M.","Lock-up agreements: 50% lock-up ends earlier of 12 months or $12.00 closing price for 20 trading days; remaining 50% ends 12 months.","New leadership: Paolo Tiramani (Co-CEO/Chairman), Galiano Tiramani (Co-CEO/Director), Martin Noe Costas (CFO); three independent directors appointed."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-034441","json":"https://secwatch.observer/filing/0001493152-26-034441.json","markdown":"https://secwatch.observer/filing/0001493152-26-034441.md","text":"https://secwatch.observer/filing/0001493152-26-034441.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1906364/000149315226034441/0001493152-26-034441-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1906364/000149315226034441/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-07-23T21:30:14.065825+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}