Boxabl’s SPAC Merger
What Existing Preferred Shareholders Should Know
Note: This article provides general informational highlights only. For more details use the full Q&A via the form.
The highly anticipated merger between Boxabl and FG Merger II SPAC has major implications for current investors, especially those holding Boxabl Preferred Shares (Series A, A-1, A-2, and A-3). As Boxabl moves toward a public listing with a transaction valuing the company at approximately $3.5 billion, understanding how your Preferred Shares convert and what that means for your portfolio is critical.
Key Highlights:
Share Conversion: At closing, all Boxabl Preferred Shares convert into “Combined Company Merger Preferred” shares in the new publicly traded Boxabl entity. The preferred-to-pubco exchange ratio is about 0.08318 pubco preferred per 1 Boxabl preferred.
Value Translation: The reference merger price is ~$10/share based on the pro forma valuation and share count post-merger, but actual trading prices may vary.
Dilution: Legacy Boxabl holders will collectively represent around 29% of the post-merger public company (fully diluted), with the remainder held by SPAC sponsors, PIPE investors, and others.
Liquidity Timeline: Preferred holders do not convert straight into pubco common at closing, but will do so 1:1 after a registered listing or uplisting event (IPO-style trigger).
Rights & Protections: Dissenters' rights under Nevada law may allow for a cash-out at “fair value” if properly perfected, and A-1 liquidation preferences will carry forward, though terms may change.
The full details—including the exact exchange calculations, share structure, dilution math, and decision points for dissenters—are covered in our comprehensive Q&A Knowledge Base.
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Disclaimer
Private companies carry inherent risks and may not be suitable for all investors. The information provided in this article is for informational purposes only and should not be construed as investment advice. Always conduct thorough research and seek professional financial guidance before making investment decisions.
