United States securities and exchange commission logo
February 22, 2021
Paolo Tiramani
Chief Executive Officer
Boxabl Inc.
6120 N. Hollywood Blvd. #104
Las Vegas, NV 89115
Re: Boxabl Inc.
Offering Statement
on Form 1-A
Filed on January
22, 2021
File No. 024-11419
Dear Mr. Tiramani:
We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may
better understand your
disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response. After reviewing any amendment to your offering statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 8, 2021 letter.
Offering Statement on Form 1-A
General
1. We note your response
to comments 1 and 8. The Form 1-A indicates Mr. Paolo
Tiramani and Mr.
Galiano Tiramani will have the right to reacquire shares in this
offering. Please
provide a detailed analysis as to whether their right to reacquire shares
sold in this offering
is a right to subscribe to or purchase a security or is otherwise a
security as defined in
Section 2(a)(1) of the Securities Act. Identify any no action letters
or other guidance you
believe is relevant and advise us of the business reasons for the
call right. In
your analysis, please also address the following:
Please identify the
issuer of the security and what exemption will be relied upon for
the offer and sale
of the security;
Identify and
explain what conditions or restrictions, if any, would apply to the
exercise of the
call right, including whether such conditions or restrictions set forth
Paolo Tiramani
FirstName
Boxabl Inc.LastNamePaolo Tiramani
Comapany22,
February NameBoxabl
2021 Inc.
February
Page 2 22, 2021 Page 2
FirstName LastName
a pro rata or some other order of acquisition of the preferred
shares; and
Address any questions under state law regarding the
enforceability of a
provision not located in the investor s subscription agreement
of an issuer to
require that its investors sell their securities to third parties.
We may have further comment.
2. We note your company was recently featured on
https://www.meetthedrapers.com/.
Please provide a detailed legal analysis of how that appearance is
consistent with the
requirements of Rules 251 and 255 of Regulation A. Please also address
whether to date
you have accepted any investor money or accepted offers to buy your
securities. Further,
ensure that your disclosure in your Form 1-A is consistent with
representations made in
the video. For example, please disclose the family relationships
between members of your
management. Finally, if you intend to rely on Rule 255 in connection
with your
appearance on Meet the Drapers, please file the broadcast script of
that appearance as an
exhibit.
3. We note that Galiano Tiramani stated on Meet The Drapers Season
4 Episode 1
(www.meetthedrapers.com) that the company has a $10 million contract
with the federal
government to deliver 150 homes. Please revise to describe the
material terms of the
contract with the federal government in the offering statement and
file the contract with
the federal government as an exhibit to the Form 1-A.
Cover Page
4. We note your disclosure that you may add a broker-dealer or placement
agent by filing a
supplement. Please note that this addition would require the filing of
a post-qualification
amendment. Please revise your disclosure as appropriate. We also note
you indicate in
your Plan of Distribution that there is a minimum investment per
investor of $1000 for
each class of shares. Revise your cover page to reflect the minimum
investment per
investor.
5. Please disclose the amount of the set-up fee and consulting fee to be
paid to Dalmore.
Please refer to the instructions to Item 1(e) of Part II of Form 1-A.
We note that your
disclosure that your securities may be sold by OpenDeal Broker through
the
website www.republic.co. Please clarify whether investors may purchase
and sell
securities on this website, or if they may only purchase your
securities on this site.
Risk Factors, page 7
6. We note that you have a number of risk factors which address the risks
to investors from
becoming stockholders under the Stockholders Agreement such as By
executing the
subscription agreement in this offering, investors will join as
Stockholders under our
Stockholders Agreement , "The Stockholders Agreement places
limitations on the
transferability of our securities" and "The Stockholders Agreement
includes a contractual
Paolo Tiramani
Boxabl Inc.
February 22, 2021
Page 3
call right for Paolo Tiramani or Galiano Tiramani to repurchase the
shares of investors in
this offerings". Please revise these risk factors to address in detail
the risks to
shareholders that result from joining the Stockholders Agreement.
The Company's Property, page 28
7. We note that you have entered into a lease agreement for industrial
space to make into the
initial manufacturing facility. Please revise to address the material
terms of the lease
including the lease payments, the size of the facility, and the
potential number of Boxes
that the facility is expected to produce. We also note in the "Market
Opportunity" section,
on page 21, that you quote market statistics from November 2019 and
December 2019.
Please revise to update the information regarding the construction
market to a more recent
date.
Interest of Management and Others in Certain Transactions, page 35
8. Please revise to address the loan agreements with two officers during
the six months
ended June 30, 2020.
Call Right, page 37
9. We note your response to comment 8. Please revise to address how the
call right will be
enforced against investors if they are required to sell their
securities.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact William Demarest at 202-551-3432 or Jennifer Monick at
202-551-
3295 if you have questions regarding comments on the financial statements and
related
matters. Please contact Stacie Gorman at 202-551-3585 or David Link at
202-551-3356 with
any other questions.
FirstName LastNamePaolo Tiramani Sincerely,
Comapany NameBoxabl Inc.
February 22, 2021 Page 3 Division of
Corporation Finance
FirstName LastName Office of Real
Estate & Construction