Red Flags Detected

• ⚠ Going Concern (new) — The auditor has expressed substantial doubt about BOXABL's ability to continue as a going concern.
• ⚠ Material Weakness (new) — Management has identified material weaknesses in internal controls over financial reporting.
• ⚠ Controlled Company (new) — The Combined Company will be a controlled company under Nasdaq rules, allowing it to opt out of certain governance requirements that protect public stockholders.
• ⚠ Concentrating Control (new) — The Tiramanis will control a majority of voting power, limiting influence of public stockholders.
• ⚠ Sponsor Profit Incentive (new) — The sponsor paid only $25,000 for founder shares that could be worth $20.4 million, creating a strong incentive to complete the deal even if public investors lose money.
• ⚠ Dilution of Public Stockholders (new) — FGMC's public stockholders will own only about 2.2% of the combined company after the merger, while BOXABL stockholders will own about 68.8%.
• ⚠ Dual-class / Super-voting Structure (new) — Prospectus discloses a dual-class or super-voting capital structure that concentrates voting power; public holders may have limited control over director elections and other matters requiring a stockholder vote.