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DealsMay 29, 2026, 08:47 AM

FGMC Enters Forward Purchase Agreement for up to 3M Shares

AI Summary

FG Merger II Corp. (FGMC) and BOXABL Inc. entered into an OTC Equity Prepaid Forward Transaction with Atsion Opportunity Fund LLC – Series 2. Half of this agreement, representing up to 1,500,000 shares, was subsequently novated to FG Capital Partners, LLC, an entity affiliated with FGMC's officers and directors, making it a related party transaction. The agreement aims to provide access to potential additional growth capital for the upcoming Business Combination, replacing redeemed Trust assets, rather than fulfilling minimum cash requirements.

Key Highlights

  • FGMC and BOXABL Inc. entered an OTC Equity Prepaid Forward Transaction with Atsion Opportunity Fund LLC.
  • One-half of the agreement, up to 1,500,000 shares, was novated to related party FG Capital Partners, LLC.
  • The agreement provides access to potential additional growth capital for the Business Combination.
  • Seller (Atsion and FGCP) may purchase and hold up to 3,000,000 FGMC common shares.
  • Seller will be prepaid an amount equal to purchased shares multiplied by the per-share redemption price.
  • The Reference Price for early termination is initially $10.00 per share.
  • Seller waived redemption rights for shares under the Forward Purchase Agreement.
  • Counterparty will reimburse Seller $40,000 for legal fees and $0.10 per Recycled Share for brokerage.