{"url_path":"/sec/fgmc/proxy/2026-05-14/000110465926060526","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1906364/0001104659-26-060526-index.html","accession_number":"0001104659-26-060526","cik":"0001906364","ticker":"FGMC","issuer_name":"BOXABL Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1906364/0001104659-26-060526-index.html","primary_entity_key":"0001906364","primary_entity_name":"FG Merger II Corp."},"word_count":1398,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm2614545d1_defa14a.htm\nDEFA14A\n\n**UNITED STATES\nSECURITIES AND EXCHANGE COMMISSION\nWashington, D.C. 20549**\n\n**________________________________**\n\n**SCHEDULE 14A**\n\n**________________________________**\n\n**Proxy Statement Pursuit to Section 14(a) of\nthe\nSecurities Exchange Act of 1934**\n\nFiled by the Registrant\n\nx\n\nFiled by a Party other than the Registrant\n\n¨\n\nCheck the appropriate box:\n\n¨\n\nPreliminary Proxy Statement\n\n¨\n\nConfidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2))\n\n¨\n\nDefinitive Proxy Statement\n\nx\n\nDefinitive Additional Materials\n\n¨\n\nSoliciting Material Pursuant to §240.14a-12\n\n**FG MERGER II CORP.**\n\n**(Name of Registrant as Specified in its Charter)**\n\n**(Name of Person(s) Filing Proxy Statement, if\nOther Than the Registrant)**\n\nPayment of Filing Fee (Check the appropriate\nbox):\n\nx\n\nNo fee required.\n\n¨\n\nFee paid previously with preliminary materials.\n\n¨\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.\n\n**SUPPLEMENT TO**\n\n**PROXY STATEMENT FOR SPECIAL MEETING OF**\n\n**STOCKHOLDERS OF FG MERGER II CORP.\nDATED MAY 12, 2026**\n\n**PROPOSED MERGER — YOUR VOTE\nIS VERY IMPORTANT**\n\nDear Stockholders of FG Merger II Corp:\n\nYou have previously received\ndefinitive proxy materials dated May 12, 2026 (the “**Proxy Statement/Prospectus**”) in connection with the Special\nMeeting of FG Merger II Corp., a Nevada corporation (“**FGMC**,”), to be held on June 9, 2026 at 10:00 A.M., Eastern\ntime, via virtual meeting format. The purpose of this document (the “**Supplement**”) is to supplement the Proxy\nStatement/Prospectus with an updated proxy card which conforms to the text in the Proxy Statement/Prospectus, as follows:\n\n**PROXY CARD**\n\n**FG MERGER II CORP.**\n\n**104 S. Walnut Street, Unit 1A**\n\n**Itasca, Illinois 60143**\n\n**SPECIAL MEETING OF STOCKHOLDERS**\n\n**THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD\nOF DIRECTORS OF**\n\n**FG MERGER II CORP.**\n\nThe undersigned appoints\nLarry G. Swets, Jr. and Hassan R. Baqar as proxies, and each of them with full power to act without the other, each with the power to\nappoint a substitute, and hereby authorizes either of them to represent and to vote, as designated on the reverse side, all shares of\nFG Merger II Corp. common stock as of the record date of May 1, 2026 at the Special Meeting of Stockholders to be held on June 9, 2026,\nor any postponement or adjournment thereof. Such shares shall be voted as indicated with respect to the proposals listed on the reverse\nside hereof and in the proxies’ discretion on such other matters as may properly come before the meeting or any adjournment or postponement\nthereof.\n\nThe undersigned acknowledges\nreceipt of the accompanying proxy statement and revokes all prior proxies for said meeting. Capitalized terms used herein but not defined\nherein have the meanings ascribed thereto in the accompanying proxy statement.\n\n**THE SHARES REPRESENTED\nBY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION\nIS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4, 5 AND 6. PLEASE MARK, SIGN, DATE\nAND RETURN THE PROXY CARD PROMPTLY.**\n\n**PLEASE DETACH ALONG PERFORATED LINE AND MAIL\nIN THE ENVELOPE PROVIDED.**\n\n**THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY\nTHE UNDERSIGNED.**\n\n**(Continued and to be marked, dated and signed\non reverse side)**\n\n**[White Card]**\n\n** **\n\n****\n\n****\n\nPROXY\n\n**THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS ARE GIVEN,\nTHIS PROXY WILL BE VOTED ‘‘FOR’’ PROPOSALS 1 THROUGH 6 BELOW.**\n\n**FGMC Stockholder Proposal No. 1**- The Business\nCombination Proposal-a proposal to approve and adopt the Merger Agreement.\n\n¨ FOR\n¨ AGAINST\n¨ ABSTAIN\n\n**FGMC Stockholder Proposal No. 2**-The Conversion Proposal- a proposal\nto convert from a Nevada corporation to a Texas corporation and to, in connection therewith, adopt and approve the Plan of Conversion,\nthe Proposed Charter and the Proposed Bylaws. A vote in favor of the Conversion Proposal is a vote to authorize and approve the Reincorporation\nand the Plan of Conversion, which includes adopting the Texas Certificate of Formation and\n\nBylaws, which are attached to the accompanying joint proxy statement/prospectus\nas Annexes B-2 and B-3, respectively.\n\n¨ FOR\n¨ AGAINST\n¨ ABSTAIN\n\n**FGMC Stockholder Proposal No. 3**-The Governance\nProposals-on a non-binding advisory basis, the following proposals with respect to certain governance provisions in the Proposed Charter\nand the Proposed Bylaws, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to\npresent their separate views on important corporate governance provisions:\n\n·\n**FGMC Stockholder Proposal No. 3A**- Under the Proposed Charter, the Combined Company will be authorized to issue 1,310,000,000 number\nof shares of capital stock as set forth in the Proposed Charter, consisting of (i) 900,000,000 shares of Class A common stock, par value\n$0.0001 per share, (ii) 275,000,000 shares of Class B common stock, par value $0.0001 per share, (iii) 110,000,000 shares of Merger Preferred\nstock, par value as $0.0001, and (iv) 25,000,000 shares of preferred stock, par value as $0.0001, as opposed to FGMC being authorized\nto authorized to issue 104,000,000 shares, consisting of (a) 100,000,000 shares of common stock, par value $0.0001 per share and (b) 4,000,000\nshares of preferred stock, par value $0.001 per share;\n\n¨ FOR\n¨ AGAINST\n¨ ABSTAIN\n\n·\n**FGMC Stockholder Proposal No. 3B**- Under the Proposed Charter, holders of shares of Combined Company Class A Common Stock will be\nentitled to cast one vote per share of Combined Company Class A Common Stock, and holders of shares of Combined Company Class B Common\nStock will be entitled to cast ten (10) votes per share of Combined Company Class B Common Stock on all matters on which stockholders\nare generally entitled to vote, as opposed to FGMC Common Stock being entitled to one vote per share of FGMC Common Stock;\n\n¨ FOR\n¨ AGAINST\n¨ ABSTAIN\n\n·\n**FGMC Stockholder Proposal No. 3C**- Under the Proposed Charter, the board of directors of the Combined Company will be comprised\nof not less than two (2) and not more than nine (9) directors, with the exact number of directors to be determined from time to time by\nthe board of directors, as opposed to FGMC’s board of directors having the power to fix the number of directors; and\n\n¨ FOR\n¨ AGAINST\n¨ ABSTAIN\n\n·\n**FGMC Stockholder Proposal No. 3D**- Unless the Combined Company consents in writing to the selection of an alternative forum, the\nSouthern District of Texas in the State of Texas shall be the sole and exclusive forum for all actions arising outside of the Securities\nAct, as opposed to FGMC having the Eighth Judicial District Court of Clark County in the State of Nevada as the sole and exclusive forum;.\n\n¨ FOR\n¨ AGAINST\n¨ ABSTAIN\n\n**FGMC Stockholder Proposal No. 4-**The Director\nElection Proposal-a proposal to elect five directors who, upon consummation of the Business Combination, will be the directors of the\nCombined Company:\n\nPaolo Tiramani\n¨ FOR\n¨ WITHHOLD\n\nGaliano Tiramani\n¨ FOR\n¨ WITHHOLD\n\nMorris A. Davis\n¨ FOR\n¨ WITHHOLD\n\nZvi Yemini\n¨ FOR\n¨ WITHHOLD\n\nLarry Swets, Jr.\n¨ FOR\n¨ WITHHOLD\n\n**FGMC Stockholder Proposal No. 5**-The Stock Issuance Proposal-a\nproposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq, the issuance of shares of Combined Company\nCommon Stock pursuant to the Merger Agreement;\n\n¨ FOR\n¨ AGAINST\n¨ ABSTAIN\n\n**FGMC Stockholder Proposal No. 6-**The FGMC Adjournment Proposal-a\nproposal to approve the adjournment of the FGMC Special Meeting to a later date or dates, if necessary, to permit further solicitation\nand vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the FGMC Special Meeting.\n\n¨ FOR\n¨ AGAINST\n¨ ABSTAIN\n\nMARK HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT.\n\n¨\n\nPLEASE MARK, DATE AND RETURN\nTHIS PROXY PROMPTLY. **ANY VOTES RECEIVED AFTER A MATTER HAS BEEN VOTED UPON WILL NOT BE COUNTED**.\n\nSignature\n\nSignature\nDate\n\n**Sign exactly as name appears on this proxy\ncard. If shares are held jointly, each holder should sign. Executors, administrators, trustees, guardians, attorneys and agents should\ngive their full titles. If stockholder is a corporation, sign in corporate name by an authorized officer, giving full title as such. If\nstockholder is a partnership, sign in partnership name by an authorized person, giving full title as such.**\n\nExcept as expressly amended\nor supplemented by this Supplement, all information contained in the Proxy Statement/Prospectus continues to apply and should be read\nin its entirety.\n\n**This Supplement is Dated May 13, 2026**"}