BOXABL completes merger with FGMC; begins trading on Nasdaq as BXBL

1. Paolo Tiramani holds 172,470,048 shares (71.42%) and Galiano Tiramani holds 60,052,681 shares (24.87%) of Combined Company Class B Common Stock
2. Combined Company issued 246,524,760 shares of common stock and 103,475,240 shares of preferred stock as merger consideration
3. Aggregate merger consideration valued at $3,500,000,000 at $10 per share deemed value
4. Lock-up agreements restrict 50% of founder shares for 12 months or until stock trades at $12.00 for 20 days in 30-day period; remaining 50% locked 12 months; all early released if stock trades at $20.00
5. 3,466,086 FGMC shares redeemed for $36,048,176 in cash
6. Combined Company had approximately 241,493,343 common shares outstanding post-closing (9,409,633 Class A and 232,083,710 Class B)
7. 1,000,000 warrants outstanding at $15.00 exercise price
8. BOXABL had accumulated deficit of $775,984 thousand as of December 31, 2025; going concern doubt noted
9. CBIZ CPAs P.C. appointed as independent registered public accounting firm replacing Fruci & Associates II, PLLC
10. Indemnification agreements entered into with directors and officers on Closing Date

The combined company (BOXABL Inc.) is now a public company trading on Nasdaq with fresh capital from FGMC's trust account (approximately $20–$40 million post-redemptions) to fund operations and product development, though substantial going-concern doubt persists given $57.5 million net loss in 2025 and accumulated deficit of $776 million; founders retain majority voting control through super-voting Class B shares.