Key Highlights

  • Legacy Boxabl reported unaudited second quarter 2026 revenue of $495 thousand and a net loss of $9.6 million.
  • Notes state substantial doubt exists about continuing as a going concern, with cash of $14.7 million at June 30.
  • LC Vegas Acquisitions may buy up to 1,580 ranch homes over three years, about $233 million, with no purchase commitment.
  • A new chief financial officer started September 14, and two material weaknesses in internal control were reported.

Boxabl (NASDAQ:BXBL) shares were trading near their 52-week low at USD 2.91 on October 19, 2026, down 2.26%. The North Las Vegas modular home maker has traded on Nasdaq under its current name only since July 20, 2026, after merging with the blank check company FG Merger II Corp. on July 17. Its filings since then show small revenue against large losses, going concern doubt and a conditional agreement for up to 1,580 homes.

A July merger, a Nasdaq debut and concentrated control

The combination closed on July 17, and the Class A common stock began trading on Nasdaq on July 20. Former Boxabl holders received 246,524,760 common shares, issued or reserved, plus 103,475,240 shares of unlisted merger preferred stock, for total consideration of $3.5 billion at a deemed $10.00 per share. The company lists potential dilution from conversion of the preferred stock among its risks.

Public holders redeemed 3,466,086 FG Merger II shares for $36.0 million, and $31.1 million from the trust account funded forward purchase agreement prepayments. The company said the transaction added $6.4 million of unrestricted cash.

Officers and directors as a group beneficially own about 96.37% of the common stock, largely through Class B shares with ten votes each, and the company may be deemed a controlled company under Nasdaq rules. The registrant's own June 30 quarterly report covers only the blank check company before the merger, with a $13.8 million quarterly net loss, largely forward purchase agreement charges.

Second quarter results, cash and going concern doubt

Unaudited statements attached to that report show Boxabl's revenue for the quarter ended June 30, 2026 was $495 thousand, up from $279 thousand a year earlier. Cost of goods sold was $4.4 million, leaving a gross loss of $3.9 million, and the net loss was $9.6 million against $30.8 million. For the six months, revenue was $2.1 million and the net loss $17.2 million, versus $402 thousand and $41.1 million.

Cash stood at $14.7 million on June 30, down from $29.0 million at year-end, and operating cash outflow was $15.9 million for the half. The notes state that substantial doubt exists about the company's ability to continue as a going concern and that, absent additional action, it will need more liquidity over the next 12 months. The accumulated deficit was $793.2 million.

Disclosure controls were not effective at June 30, with material weaknesses in information technology general controls and business processes. The company missed its quarterly report filing deadline, citing the complexity of valuing the forward purchase agreement, and filed on August 21. An 8-K/A filed September 9 restated its pro forma financial information to correct the presentation of that agreement, a prepaid insurance contract and transaction costs.

Purchase agreement, new finance team and outlook

On August 25, Boxabl signed a product purchase agreement with LC Vegas Acquisitions for up to 1,580 ranch homes over three years, in batches of 50. Potential purchases total about $233 million, subject to adjustment after engineering and material selections, but the buyer has no obligation to buy and may terminate on written notice. Boxabl also agreed to issue Class A shares worth $1 million to $3 million as an incentive, depending on deposit levels.

Chief financial officer Martin Costas left on September 11, with no disagreement cited, and Larry King took the role on September 14.

The filings reviewed contain no financial guidance. Management's stated focus is consumer sales, especially accessory dwelling units in California, plus a Phase 2 modular system for builders. It said new sales in recently approved states may face delays, and that 341 units were under contract on August 21. A Form S-3 registers up to $500 million of possible primary offerings and resale of up to 3,325,380 shares.