0001493152-24-017707.txt : 20240503 0001493152-24-017707.hdr.sgml : 20240503 20240503161133 ACCESSION NUMBER: 0001493152-24-017707 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240503 DATE AS OF CHANGE: 20240503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Boxabl Inc. CENTRAL INDEX KEY: 0001816937 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 852511929 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-12402 FILM NUMBER: 24913180 BUSINESS ADDRESS: STREET 1: 5345 E. N. BELT ROAD CITY: NORTH LAS VEGAS STATE: NV ZIP: 89115 BUSINESS PHONE: 5106982462 MAIL ADDRESS: STREET 1: 5345 E. N. BELT ROAD CITY: NORTH LAS VEGAS STATE: NV ZIP: 89115 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001816937 XXXXXXXX 024-12402 true BOXABL Inc. NV 2020 0001816937 1520 85-2511929 80 0 5345 E. N. Belt Road North Las Vegas NV 89115 702-500-9000 Andrew Stephenson, Partner Other 18574000.00 30462000.00 26000.00 10766000.00 107525000.00 2349000.00 10661000.00 25178000.00 82347000.00 107525000.00 344000.00 10556000.00 2375000.00 -2243000.00 -0.00 -0.00 dbbmckennon Common Stock 3000000000 000000n/a N/A Series A Preferred Stock 194422511 000000000 N/A Series A-1 Preferred Stock 850380223 000000000 N/A Series A-2 Preferred Stock 173955898 000000000 N/A Series A-3 Preferred Stock 8343400 000000000 N/A N/A 0 000000000 N/A true true Tier2 Audited Equity (common or preferred stock) Y N N Y Y Y 92500000 8343400 0.8000 74000000.00 1000000.00 0.00 0.00 75000000.00 DealMaker Securities LLC 740000.00 StartEngine Primary LLC 3700000.00 dbbmckennon 34000.00 CrowdCheck Law LLP 80000.00 Various States 0.00 000315324 65446000.00 Cash commissions maximum 6% with 5% to StartEngine Primary ($3,700,000) and 1% to DealMaker Securities ($740,000). true AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR Boxabl Inc. Series A-3 Preferred Stock 8343400 0 $4,184,141 or 8,343,400 shares at $0.50 per share 0 Boxabl Inc. Series A-2 Preferred Stock 5913887 0 $4,731,110 at a per share price of $0.80 0 Boxabl Inc. Series A-2 45010800 0 $33,836,584 at a per share price of $0.75 0 Boxabl Inc. Series A-2 Preferred Stock 37500000 0 $30,000,000 in shares ($0 in cash proceeds) at a per share price of $0.80 0 Boxabl Inc. Series A-2 Preferred Stock 4078982 0 $3,263,186 at a per share price of $0.80 0 Boxabl Inc. Series A-2 Preferred Stock 388082 0 $310,466 USD at a per share price of $0.80 0 Rule 506(c) of Regulation D and Regulation Crowdfunding PART II AND III 2 partiiandiii.htm

Explanatory Note:

BOXABL INC. has prepared this Form 1-A/A solely for the purpose of filing Exhibit 12.1.

PART III

INDEX TO EXHIBITS

1.1	Broker-Dealer Agreement with DealMaker Securities, LLC* (1)
1.2	Broker-Dealer Agreement with StartEngine Primary, LLC (1)
1.3	Fee Splitting Agreement between DealMaker Securities, LLC and StartEngine Primary, LLC (1)
2.1	Fifth Amended and Restated Articles of Incorporation (2)
2.2	Bylaws (3)
3.1	Form of Fourth Amended and Restated Stockholders Agreement (4)
4.1	Form of Subscription Agreement for Non-Voting Series A-3 Preferred Stock (DealMaker Securities, LLC) (1)
4.2	Form of Subscription Agreement for Non-Voting Series A-3 Preferred Stock (StartEngine Primary, LLC) (1)
4.3	Form of Subscription Agreement for Non-Voting Series A Preferred Stock of our Selling Stockholder (1)
4.4	Form of Subscription Agreement for Common Stock of our Selling Stockholder (1)
6.1	Facilities Lease Agreement (5)
6.2	Initial Purchase Orders and Related Agreements (6)
6.3	Form of Room Module Order Agreement (7)
6.4	Amendment No. 1 to 2021 Stock Incentive Plan (1)
6.5	Employment Agreement of Paolo Tiramani (8)
6.6	Employment Agreement of Galiano Tiramani (9)
6.7	Merger Agreement (10)
6.8	Purchase Agreement with Pronghorn Services LLC (11)
6.9	Amendment No. 1 to Facilities Lease Agreement (12)
6.10	Amendment No. 2 to Facilities Lease Agreement (13)
6.11	Amendment No. 3 to Facilities Lease Agreement (14)
6.12	Lease Agreement for Second Manufacturing Facility (15)
6.13	Supercar System, Inc. Services Agreement (16)
6.14	Supercar System, Inc. Lease Agreement (17)
6.15	Form of Award for Employees (18)
6.16	Form of Award for Directors (19)
6.17	Martin Noe Costas Offer Letter (20)
6.18	Restricted Stock Unit Agreement between the Company and Martin Noe Costas* (21)
6.19	Cooperation Agreement with Elevate.Money, Inc. * (22)
8.1	Escrow Agreement with The Bryn Mawr Trust Company (1) *
8.2	Escrow Agreement with Enterprise Bank & Trust (1) *
11	Consent of dbbmckennon (23)
12	Opinion regarding legality of the securities +
13.1	Testing the Waters Materials (video transcripts) (1)
13.2	Testing the Waters Materials (social media posts) (1)
13.3	Testing the Waters Materials (emails) (1)

* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

+ Filed herewith.

	(1)	Previously filed as an exhibit to the Company’s Offering Statement on Form 1-A (Commission File No. 024-12402) on February 23, 2024.
	(2)	Filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on December 8, 2023, and incorporated herein by reference.
	(3)	Filed as Exhibit 2.2 to the Company’s Regulation A Post-Qualification Offering Statement on Form 1-A filed on September 19, 2022 (Commission File No. 024-11419), and incorporated herein by reference.
	(4)	Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on December 8, 2023, and incorporated herein by reference.
	(5)	Filed as Exhibit 6.2 to the Company’s Regulation A Post-Qualification Offering Statement on Form 1-A filed on September 19, 2022 (Commission File No. 024-11419), and incorporated herein by reference.

	(6)	Filed as Exhibit 6.4 to the Company’s Regulation A Post-Qualification Offering Statement on Form 1-A filed on September 19, 2022 (Commission File No. 024-11419), and incorporated herein by reference.
	(7)	Filed as Exhibit 6.5 to the Company’s Regulation A Post-Qualification Offering Statement on Form 1-A filed on September 19, 2022 (Commission File No. 024-11419), and incorporated herein by reference.
	(8)	Filed as Exhibit 10.6 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on August 10, 2023, and incorporated herein by reference.
	(9)	Filed as Exhibit 10.7 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on August 10, 2023, and incorporated herein by reference.
	(10)	Filed as Exhibit 10.8 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on August 10, 2023, and incorporated herein by reference.
	(11)	Filed as Exhibit 10.9 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on August 10, 2023, and incorporated herein by reference.
	(12)	Filed as Exhibit 10.10 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on August 10, 2023, and incorporated herein by reference.
	(13)	Filed as Exhibit 10.11 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on August 10, 2023, and incorporated herein by reference.
	(14)	Filed as Exhibit 10.12 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on August 10, 2023, and incorporated herein by reference.
	(15)	Filed as Exhibit 10.13 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on August 10, 2023, and incorporated herein by reference.
	(16)	Filed as Exhibit 10.15 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on August 10, 2023, and incorporated herein by reference.
	(17)	Filed as Exhibit 10.16 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on August 10, 2023, and incorporated herein by reference.
	(18)	Filed as Exhibit 10.17 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on August 10, 2023, and incorporated herein by reference.
	(19)	Filed as Exhibit 10.18 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on August 10, 2023, and incorporated herein by reference.
	(20)	Filed as Exhibit 10.1 to the Boxabl Inc. Current Report on Form 8-K filed October 13, 2023 (Commission File No. 000-56579) and incorporated herein by reference.
	(21)	Filed as Exhibit 10.2 to the Boxabl Inc. Current Report on Form 8-K filed October 13, 2023 (Commission File No. 000-56579) and incorporated herein by reference.
	(22)	Filed as Exhibit 10.21 to the Company’s Registration Statement on Form 10-12G (Commission File No. 000-56579) on December 8, 2023, and incorporated herein by reference.
	(23)	Previously filed as an exhibit to the Company’s Offering Statement on Form 1-A/A (Commission File No. 024-12402) on April 30, 2024.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Las Vegas, State of Nevada, on May 3, 2024

	BOXABL INC.

	By	/s/ Paolo Tiramani
	Name:	Paolo Tiramani
	Title:	Chief Executive Officer

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

Date: May 3, 2024
	By:	/s/ Paolo Tiramani
		Paolo Tiramani
		Chief Executive Officer and Director

	By:	/s/ Martin Costas
		Martin Costas
		Chief Financial Officer

	By:	/s/ Galiano Tiramani
		Galiano Tiramani
		Director

	By:	/s/ David R. Cooper II
		David R. Cooper II
		Director

	By:	/s/ Veronica Nkwodimmah Stanaway
		Veronica Nkwodimmah Stanaway
		Director

	By:	/s/ Gregory F. Ugalde
		Gregory F. Ugalde
		Director

	By:	/s/ Christopher J. Valasek
		Christopher J. Valasek
		Director

	By:	/s/ Zvi Yemini
		Zvi Yemini
		Director

ADD EXHB 3 ex12.htm

Exhibit 12

	700 12^th Street, NW
	Washington, DC 20005

May 3, 2024

Board of Directors

BOXABL INC.

To the Board of Directors:

We are acting as counsel to BOXABL INC. (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A (File No. 024-12402) (the “Offering Statement”). The Offering Statement covers the contemplated sale, in the aggregate, of up to 92,500,000 shares of the Company’s Non-Voting Series A-3 Preferred Stock, composed of up to 88,095,238 shares for purchase by investors, up to 4,404,762 shares to be issued as “Bonus Shares” as defined in the Company’s offering statement, as well as 1,250,000 shares of Non-Voting Series A Preferred Stock to be sold by selling securityholders. Each of the 93,750,000 shares of the Non-Voting Series A-3 Preferred Stock and Non-Voting Series A Preferred Stock is convertible into the Common Stock of the Company upon certain circumstances, with such conversion covered by the Offering Statement.

In connection with the opinion contained herein, we have examined the Offering Statement, the Fifth Amended and Restated Articles of Incorporation, Certificate of Validation, the Bylaws, the Fourth Amended and Restated Stockholders Agreement, the resolutions of the Company’s stockholders and board of directors, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

We are opining herein as to the effect on the subject transactions only of the laws of the State of Nevada, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, including federal law.

Based upon the foregoing, we are of the opinion that the shares of Non-Voting Series A-3 Preferred Stock, the shares of Non-Voting Series A Preferred Stock, and the Common Stock into which the Non-Voting Series A-3 Preferred Stock and the Non-Voting Series A Preferred Stock may convert, being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid and non-assessable.

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

We further consent to the use of this opinion as an exhibit to the offering statement.

Yours truly,

/s/ CrowdCheck Law LLP

CrowdCheck Law LLP

AS/TH