BOXABL's first 10-Q after the de-SPAC: 28 days, a new registrant auditor, and a going-concern note

Short answer: On July 17, 2026, BOXABL Inc., until July known on EDGAR as FG Merger II Corp., completed its business combination with a special-purpose acquisition company. Twenty-eight days later, on August 14, its first post-combination Form 10-Q came due. It was not ready, and the company said so the right way: a Form 12b-25 submitted on the due date, committing to file within the five-day extension (by August 19), explaining exactly why, and quantifying the expected swing. This file walks through the situation from the company's own filings, the financial statements underneath it, and the plan a financial co-founder would have running from the day a merger agreement is signed. Everything below is a Financial Co-Founder File: a real company's public situation, analyzed as if we held the finance seat. It is analysis of public filings, not a client engagement, and BOXABL is discussed with the respect a company doing hard things properly deserves.

1 · The situation, from the filings

Everything in this section comes from BOXABL's own EDGAR file, read on August 17, 2026.

On July 17, 2026, the business combination closed. The registrant, FG Merger II Corp. until the name change, became BOXABL Inc., the North Las Vegas company that builds folding modular homes. Class A shares began trading on Nasdaq under BXBL on July 20. On July 23, the fourth business day after closing and therefore on deadline, the company filed the current report the market calls a Super 8-K: thirteen items in a single filing, from the change in control to the new auditor relationship. It is the kind of document that functions as a company's second birth certificate.

Four days later, on July 27, it filed a shelf registration statement on Form S-3, amended it twice, and had it declared effective on August 10. Whatever else was happening inside the building, the capital-markets clock was already running.

Then came August 14, twenty-eight days after closing and the due date for the company's first quarterly report as BOXABL Inc., covering the quarter that ended June 30, seventeen days before the merger closed. The 10-Q was not ready. The company submitted a Form 12b-25 at 6:43 pm ET that evening. EDGAR's cutoff had passed, so the SEC's records date it Monday, August 17, and it was still timely for Rule 12b-25 purposes. The notification checked box (b), the commitment to file within five calendar days of the due date, and gave the reason in plain terms: the timing and accounting complexity of the business combination meant the records and schedules were not yet in a state that would let its independent accounting firm, CBIZ CPAs P.C., complete the interim review the rules require before a 10-Q can file.

The notification did one more thing, and it is the detail worth respecting. Part IV of a 12b-25 asks whether results will change significantly from the prior-year period, and many filers answer with a paragraph of generalities. BOXABL answered with numbers: an expected net loss of approximately $3.9 million for the six months, against net income of approximately $0.9 million a year earlier; general and administrative expenses of approximately $4.8 million against $0.2 million, substantially all of it legal, accounting, and advisory costs of the combination; a $4.2 million expected loss for the quarter itself. The signature under it is the one this practice always looks for: the Chief Financial Officer, signing as Principal Accounting Officer.

2 · Why this filing is hard

Start with a fact that surprises people outside the seat: the quarter being reported ended before the company existed in its current form. So the report describes the registrant as it was, a special-purpose vehicle in its final standalone quarter, with the combination disclosed as a subsequent event. And yet the quarter already carries the transaction's full weight, because the costs landed before the closing did.

A de-SPAC is, in the accounting, usually the opposite of what it is on paper. On paper, the public shell acquired the operating company. In the accounting, the operating company is typically treated as the acquirer, and the combined company's financial statements become the operating company's statements, with equity recast to reflect the exchange. The full weight of that recast lands in the third quarter, the first report to present the combined company. What this delayed filing principally covers is the pre-close registrant's final standalone quarter, with the combination as a subsequent event. The rebuild still has to be underway, because every schedule that supports the third-quarter statements is being reconstructed on the new basis by a team that is simultaneously closing the combined company's first month.

Then there is the review nobody outside the profession thinks about. A 10-Q's interim financial statements must be reviewed by the company's independent registered public accounting firm before the report can be filed. That review has its own procedures and its own timeline, and it cannot begin in earnest until the records are settled. The Super 8-K's item list includes Item 4.01, the auditor-relationship item. The nuance matters: CBIZ CPAs P.C. audited the operating company's 2025 statements and reviewed its first quarter, so the firm is new to the surviving registrant rather than new to the business. A first review for a new registrant, after a combination: each of those alone adds days. Together they are the reason the rule gives you five more.

And on day 28, two officers sign certifications under Rules 13a-14 and 15d-14, personally, about disclosure controls that have existed in their current form for about four weeks.

3 · The numbers

The Super 8-K carries the operating company's financial statements, audited and interim, and they are the substance behind the notification's request for five more days. Everything below is from those exhibits, in thousands as filed.

Start with the audited year. For 2025, BOXABL reported revenue of $1,514 thousand, down from $3,376 thousand in 2024. Net loss: $57,549 thousand, against $50,950 thousand the year before. Cash used in operating activities: $47,175 thousand. The accumulated deficit at December 31, 2025 stood at $775,984 thousand. The audit report contains an explanatory paragraph stating that limited sales and production delays "raise substantial doubt about the Company's ability to continue as a going concern." The company's own stated reason for the revenue decline: delays in obtaining US statewide modular approvals.

Read those numbers together and the shape of the company is clear. The accumulated deficit is an accounting total, not a measure of cash burned; it includes substantial noncash charges. The cash flow statement makes the same point in cash terms: $47 million of operating outflow in 2025 alone, funded by capital raising rather than sales, principally the Regulation A and Regulation D preferred offerings that settled through the third quarter of 2025. The capital engine, not the revenue engine, has carried the company.

The first quarter of 2026 is where the story turns more interesting, in both directions. Revenue of $1,556 thousand in the single quarter, against $123 thousand in the prior-year quarter. That one quarter exceeded the entire prior year. But the unit economics did not improve with it: cost of goods sold was $4,909 thousand, a gross loss of $3,353 thousand, wider than the prior year's $1,995 thousand. The company spent more than three dollars of cost of goods for every dollar of revenue. Net loss narrowed to $7,579 thousand from $10,263 thousand, and the driver was substantially one line: sales and marketing expense fell from $6,350 thousand to $525 thousand. Operating cash outflow: $7,098 thousand for the quarter. Cash at March 31, 2026: $22,256 thousand. The interim going-concern note repeats that substantial doubt exists, then states management's plan in three parts: cost control, accelerating Casita deliveries, and raising capital, including through the business combination itself.

The notes carry three more facts a reader should hold. Concentration: one customer produced 71% of the quarter's revenue, and one customer represented 93% of accounts receivable. Inventory: $18,177 thousand at March 31, including $10,311 thousand of finished goods, after a $1,897 thousand net-realizable-value adjustment and a $964 thousand slow-moving allowance in the quarter, a large stock of finished homes relative to current sales. And compensation: $84,795 thousand of unrecognized restricted-stock-unit expense becomes recognizable when a performance condition is satisfied, and the de-SPAC may qualify, which would point to a large noncash charge in the third-quarter statements. Worth confirming when that report files.

Now the arithmetic any reader can do. At the first quarter's pace of operating outflow, roughly $2.4 million a month, the March cash balance covers about nine months. That is a snapshot, not a forecast: it sits after the sharp cut in sales and marketing spend, and before deal costs and new money. The closing brought some of both: approximately $4.8 million of transaction costs hit the first half, and the companies' June announcement stated that approximately 20% of the SPAC trust, about $14 million, remained after redemptions; that figure is gross cash in trust, before transaction expenses settle. Which is why the June 30 balance sheet inside the delayed 10-Q is the single most informative number the company will publish this quarter, and why the $500 million mixed shelf went up ten days after closing and effective within a month. The headline shelf number overstates what is available today. The S-3 itself states that under General Instruction I.B.6, while non-affiliate Class A float stays below $75 million, primary sales are capped at one third of that float over twelve months; with 9.4 million Class A shares outstanding, the ceiling at the August 17 price works out to roughly $14 million even before affiliate exclusions. Management's plan names capital raising as its third leg. The filing calendar, and the float, are what set that leg's reach.

4 · The record around the numbers

A company writes two public records at once: the one in its filings and the one in its press releases. For BOXABL the two read differently, and saying so requires no commentary beyond placing them side by side.

The market record first, dated and sourced. The merger consideration was set at $3.5 billion: roughly 350 million common and preferred shares at a deemed $10.00 each, per the Super 8-K. As of the morning of August 17, the shares traded at $4.56, on a 52-week range of $3.18 to $15.14 (market data per stockanalysis.com, August 17, 2026). The comparison has to use matching denominators. On the 241.5 million common shares outstanding, $4.56 is a market capitalization of roughly $1.10 billion. But the $3.5 billion covered the 103.5 million preferred shares as well, which convert into Class A stock one for one in five monthly tranches beginning in month fourteen; on the full consideration count, $4.56 implies roughly $1.6 billion. Measured like for like, the market has repriced the transaction value by roughly 55 percent within a month of listing. Early trading volumes have been thin, which cuts both ways and is worth stating rather than interpreting.

The press-release record over the past year includes lunar habitat concepts, a Bitcoin treasury purchase, state regulatory approvals, and unit contracts with faith-based organizations. Every item is the company's right to publish. The filing record over the same period states revenue of $1.5 million for the year, substantial doubt, and a management plan that depends on raising capital. Both records are public and both are true. A reader who knew only one of them would be describing a different company than a reader who knew only the other. The discipline this file argues for is not less enthusiasm; it is that the two records should tell one story, because sophisticated readers hold them up to the light together.

Public commentary has already begun doing exactly that. Housing-trade analysis in late July tested the $3.5 billion figure against housing fundamentals (HousingWire, July 30, 2026), and the market's own repricing suggests the question landed. The fairest way to weigh the criticism is against the filings themselves. At $1.5 million of annual revenue, the valuation question is a legitimate one. The strongest counter-evidence is also in the filings: a first quarter that out-earned the entire prior year, a narrowing loss, and approvals arriving in the states that matter. And one point in the company's favor belongs on the record because the company itself disclosed it: an SEC investigation concluded in July 2024 with no enforcement action.

Which brings the file back to the 12b-25 it started with. A company carrying substantial doubt, a freshly effective shelf, a $500 million follow-on shelf, and a repriced stock does not file its first 10-Q under the new name into a vacuum. That document resets the record. Five extra days to let a new auditor finish a clean review, disclosed plainly and quantified honestly, is the right trade every time. The alternative, filing something unreviewed on the original date, is the mistake companies do not recover from cheaply.

5 · What a financial co-founder builds before close

The lesson of this file is not that the deadline is tight. It is that the deadline is knowable, to the day, months in advance. The merger agreement fixes the arithmetic long before the closing does: whenever the deal closes inside a quarter, the first 10-Q lands 45 days after that quarter ends, and nothing about the closing changes it.

So a financial co-founder splits the work into two piles. The pile that can start at signing: the disclosure skeleton for the combined company; the subsequent-events note, drafted in advance with blanks for the numbers; the deal-cost ledger, so legal, accounting, and advisory invoices are classified as they arrive instead of excavated afterward; the request list for the reviewing firm, agreed before the firm needs it; the close calendar itself, published to everyone who owes a number, with the review window marked as the critical path. The five extra days a 12b-25 buys are not writing days. They are review days. A team that treats them as drafting time has already spent them.

The pile that can only start at close: final share counts and the equity recast, the last cost cutoffs, the certifications. This pile is irreducible. The only way to make it small is to have made the first pile large.

BOXABL's public record suggests a team that understands the first pile. The Super 8-K landed on the fourth business day, which is the deadline, and the shelf registration followed within ten days and went effective within a month. Read carefully, though, that record speaks mostly to transaction counsel and capital-markets advisers executing required filings. The notification is candid about the internal side: the accounting records and supporting schedules were not yet ready for review. Both can be true at once, and in a first quarter they usually are.

6 · Where it stands

As of August 17, 2026, the 10-Q had not yet been filed. The company's extended deadline under Rule 12b-25 is August 19, and its notification states it expects to meet it. A report filed inside that window is deemed timely. This page will be updated when the outcome is known, either way.

FAQ

When is the first 10-Q due after a de-SPAC merger?

On the registrant's normal calendar: for a non-accelerated filer, 45 days after the quarter-end, regardless of when the merger closed. BOXABL's combination closed July 17, 2026 and its 10-Q for the quarter ended June 30 was due August 14, 28 days after closing.

What is a Super 8-K?

The market's name for the Item 2.01 current report a company files within four business days of completing a de-SPAC business combination. It bundles the change of control, new auditor relationship, shell-status change, and the operating company's financial statements into a single filing.

Does filing a Form 12b-25 make a company a late filer?

Not if the report is filed inside the extension window. A 10-Q filed within five calendar days of its original due date under Rule 12b-25 is deemed timely filed for eligibility purposes, including Form S-3 eligibility.

Who is the accounting acquirer in a SPAC merger?

Usually the private operating company, even though the SPAC is the legal acquirer. The transaction is typically accounted for as a reverse recapitalization: the combined company's financial statements become the operating company's statements, with equity recast for the exchange.

How much cash does BOXABL have?

Per the unaudited financial statements in its Super 8-K, $22.3 million at March 31, 2026, after $7.1 million of operating cash outflow in the first quarter. The June 30 balance will appear in the delayed 10-Q. The companies' June announcement stated approximately $14 million of gross trust cash remained after redemptions, before transaction expenses.