BOXABL Inc S-1/A, filed Nov 27, 2023

BOXABL Inc. (BXBL)

S-1/A 2023-11-27

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Nevada	6770	86-2579471
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company x

			Emerging growth company x

	Per Share		Without Overallotment Option		With Overallotment Option
Initial public offering price	$	10.00	$	75,000,000	$	86,250,000
Underwriting discounts and commissions⁽¹⁾		0.10	$	750,000	$	862,500
Proceeds to us, before expenses	$	9.90	$	74,250,000	$	85,387,500

SUMMARY	1
GENERAL	3
BUSINESS STRATEGY	3
OUR MANAGEMENT TEAM	4
BUSINESS COMBINATION CRITERIA	8
INITIAL BUSINESS COMBINATION	9
SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS	10
CORPORATE INFORMATION	11
THE OFFERING	12
RISKS	29
SUMMARY FINANCIAL DATA	31
RISK FACTORS	32
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	66
USE OF PROCEEDS	67
DIVIDEND POLICY	70
DILUTION	71
CAPITALIZATION	73
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	74
PROPOSED BUSINESS	79
MANAGEMENT	108
PRINCIPAL STOCKHOLDERS	119
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	122
DESCRIPTION OF SECURITIES	124
U.S. FEDERAL INCOME TAX CONSIDERATIONS	141
UNDERWRITING	150

●	“founder shares” are to shares of our common stock initially purchased by our sponsor in a private placement;

●	“Fundamental Global” are to Fundamental Global, LLC, a private holding company, including its privately-held subsidiaries and affiliates;

●	“initial stockholders” are to holders of our founder shares and private placement securities prior to this offering;

●	“management” or our “management team” are to our executive officers, directors and our senior advisor;

●	“NASDAQ” are to the Nasdaq Stock Market LLC;

●	“private placement” are to the private placement to our sponsor (and/or its designees) of the private units, and the $15 Exercise Price Warrants that will occur simultaneously with this offering.

●	“private placement securities” are to the private units (including the underlying private shares and private warrants), and the $15 Exercise Price Warrants (including the underlying shares of common stock);

●	“private placement warrants” are to the $15 Exercise Price Warrants and the private warrants;

●	“private shares” are to the shares of common stock sold as part of the private units;

●	“private units” are to the units issued to our sponsor (and/or its designees) in a private placement simultaneously closing with the closing of this offering, with each private unit consisting of one private share and one-half of one private warrant;

●	“private warrants” are to the warrants sold as part of the private units;

●	“public shares” are to shares of common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

●	“public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” will only exist with respect to such public shares;

●	“sponsor” are to FG Merger Investors II LLC, a Nevada limited liability company;

●	“directors” are to our current directors;

●	“we,” “us,” “company” or “our company” are to FG Merger II Corp., a Nevada corporation;

●	“Underwriter Shares” are to the shares of common stock issued as part of the Underwriter Units;

●	“Underwriter Units” are to the units issued to ThinkEquity LLC, the representative of the underwriters of this offering, in a private placement simultaneously with the closing of this offering;

Securities offered		7,500,000 units, at $10.00 per unit, each unit consisting of: • one share of common stock; and • one-half of one redeemable warrant.

Proposed NASDAQ symbols		Units: “[_]U” Common stock: “[_]” Warrants: “[_]W”

Trading commencement and separation of shares of common stock and warrants		The units are expected to begin trading on or promptly after the date of this prospectus. The shares of common stock and warrants comprising the units will begin separate trading on the 52^ndday following the date of this prospectus unless ThinkEquityLLC (“ThinkEquity”) informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase a multiple of two units, the number of warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants.

Separate trading of the common stock and warrants is prohibited until we have filed a Current Report on Form 8-K		In no event will the common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over- allotment option.

Units:

Number outstanding before this offering		0

Number of private units to be issued in a private placement simultaneously with this offering		315,000 ⁽¹⁾

Number of underwriter units to be issued in a private placement simultaneously with this offering		37,500⁽²⁾

Number of units to be issued to EarlyBirdCapital, Inc. simultaneously with this offering		7,500⁽³⁾

Number of units to be outstanding after this offering		7,860,000⁽⁴⁾

Common stock:

Number of shares outstanding before this offering		2,156,250⁽⁵⁾

Number of shares to be outstanding after this offering		9,735,000 ⁽³⁾⁽⁶⁾

Warrants:

Number of warrants outstanding before this offering		0

Number of warrants to be outstanding after this offering		4,930,000⁽³⁾⁽⁷⁾

Transfer restrictions on founder shares		Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until: (i) with respect to 50% of the founder shares, the earlier of (x) twelve months after the date of the consummation of an initial business combination or (y) the date on which the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (ii) with respect to the remaining 50% of the founder shares, twelve months after the date of the consummation of our initial business combination; except to certain permitted transferees and under certain circumstances as described herein under “Principal Stockholders — Transfers of Founder Shares and Private Placement Securities”. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.

Voting Rights		Holders of record of our common stock (including the founder shares) will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law.

Private units and underlying securities		Our sponsor (and/or its designees) has committed, pursuant to a written agreement, to purchase an aggregate of 315,000 private units at $10.00 per unit for an aggregate purchase price of $3,150,000. The private units are identical to the units sold in this offering except that (a) the private units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (b) the private warrants (i) will not be redeemable by us, (ii) may be exercised by the holders on a cashless basis and (iii) will be entitled to registration rights. A portion of the purchase price of the private units will be added to the proceeds from this offering and the private placement of the $15 Exercise Price Warrants to be held in the trust account such that at the time of closing $75,000,000 (or $86,250,000 if the underwriters exercise their over- allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering (or such later date pursuant to an approved extension), the private units (and the underlying securities) will expire worthless. However, upon separation, the private units will be separated into 315,000 private shares and (ii) 157,500 private warrants which, assuming exercise thereof, will result in the issuance of up to an additional 157,500 private shares. The private units could therefore, assuming the sponsor exercises private warrants by paying the cash exercise price, lead to the issuance of an aggregate of 472,500 shares of common stock. Any such issuances would dilute the interests of our stockholders.

$15 Exercise Price Warrants		In addition to the private warrants underlying the private units, our sponsor (and/or its designees) has committed, pursuant to a written agreement, to purchase an aggregate of 1,000,000 $15 Exercise Price Warrants in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the $15 Exercise Price Warrants will be added to the proceeds from this offering and the private placements of the private placement securities to be held in the trust account such that at the time of closing of this offering $75,000,000 (or $86,250,000 if the underwriters exercise their over- allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering (or such later date pursuant to an approved extension), the private placement warrants will expire worthless. However, once the $15 Exercise Price Warrants become exercisable, if our sponsor exercises such warrants by paying the cash exercise price, then we could issue 1,000,000 shares of common stock. Any such issuance would dilute the interests of our stockholders. The private placement warrants will be non- redeemable and will be exercisable on a cashless basis.

Transfer restrictions on private placement securities		The private placement securities (including the shares of common stock underlying the private units and private warrants contained therein) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under “Principal Stockholders — Transfers of Founder Shares and Private Placement Securities”.

Manner of conducting redemptions		We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination (regardless of whether a stockholder votes on the proposed transaction (and regardless of whether a stockholder votes for, votes against, or abstains with respect to the transaction, if the stockholder elects to vote) or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated articles of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on NASDAQ we will be required to comply with NASDAQ’s stockholder approval rules.

		The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated articles of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on NASDAQ. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we amend such provisions of our amended and restated articles of incorporation, we will provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting.

	October 10, 2023
Balance Sheet Data:	Actual		As Adjusted(1)
Working capital	$	23,355	$	1,226,855
Total assets	$	212,500	$	76,226,855
Total liabilities	$	189,145	$	-
Common stock subject to possible redemption	$	-	$	75,000,000
Total stockholder's equity	$	23,355	$	1,226,855

·	restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:

·	registration as an investment company with the SEC;

·	adoption of a specific form of corporate structure; and

·	reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.

·	may significantly dilute the equity interest of investors in this offering;

·	may subordinate the rights of holders of common stock if shares of preferred stock are issued with rights senior to those afforded our common stock;

·	could cause a change in control if a substantial number of shares of common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

·	may adversely affect prevailing market prices for our units, common stock and/or warrants.

·	default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

·	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

·	our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

·	our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

·	our inability to pay dividends on our common stock;

·	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

·	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

·	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

·	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

·	solely dependent upon the performance of a single business, property or asset, or

·	dependent upon the development or market acceptance of a single or limited number of products, processes or services.

·	cultural and language differences;

·	employment regulations;

	●	our ability to select an appropriate target business or businesses;

	●	our ability to complete our initial business combination;

	●	our expectations around the performance of the prospective target business or businesses;

	●	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

	●	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

	●	our potential ability to obtain additional financing to complete our initial business combination;

	●	the ability of our officers and directors to generate a number of potential business combination opportunities;