United States securities and exchange commission logo
December 29, 2021
Paolo Tiramani
Chief Executive Officer
Boxabl Inc.
6120 N. Hollywood Blvd. #104
Las Vegas, NV 89115
Re: Boxabl Inc.
Amendment No. 7 to
Offering Statement on Form 1-A
Filed December 2,
2021
File No. 024-11419
Dear Mr. Tiramani:
We have reviewed your amended 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
September 17, 2021 letter.
Amendment to Form 1-A filed December 2, 2021
Cover Page
1. We note the revised
disclosure and statement that Dalmore will perform administrative
and technology
functions but no underwriting or placement agent services. Please
reconcile with the Form
of Escrow Agreement exhibit, which identifies Dalmore as the
Managing Broker. Revise
to clarify the services being performed by Dalmore and include
the arrangement or
agreement as an exhibit.
2. We note the revised
disclosure regarding the $31 million "Minimum Target" for Series A-
2. Please revise to
clarify the extent to which the Regulation A offering is on a min/max
basis. In this regard,
if there is a $31 million minimum it is unclear why the dilution
figures on page 15
address sales at $5 million and $20 million. It is also unclear whether
Paolo Tiramani
FirstName
Boxabl Inc.LastNamePaolo Tiramani
Comapany29,
December NameBoxabl
2021 Inc.
December
Page 2 29, 2021 Page 2
FirstName LastName
the different Series, which appear to contain similar terms, are meant
to reflect
investments with different risk and/or reward profiles. Why are the
Series A-1 being
offered at $.01 less than Series A-2? Why are the Series A Preferred
offered at $.66 less
than the Series A-2? When are the different Series convertible to
common, and are such
terms the reason for the different prices? Please revise to clarify.
Risk Factors, page 8
3. We note your disclosure on page 11 that you may have violated Section
5 of the Securities
Act of 1933. Please provide a more detailed discussion regarding the
rescission
obligations of the company and whether this potential violation refers
to securities
previously sold or to securities that are to be sold in this offering.
For example, advise us
of the approximate numbers of investors and dates of purchase
underlying potential claims
you may face "up to September 22, 2022."
Dilution, page 14
4. We note various inconsistencies in your filing regarding the number of
Series A Preferred
Stock outstanding. For example, on page 6 and 14, you indicate
186,467,730 such shares
are outstanding as of November 23, 2021. However, this amount of
shares is less than the
Series A Preferred Shares of 355,599,760 on page F-4, which is as of
only June 30, 2021.
Please advise or revise.
Directors, Executive Officers, and Significant Employees, page 37
5. We note that you have disclosed the existence of one executive
officer, three directors,
and two significant employees, comprising four separate people.
However, we note your
amended Form C filed June 16, 2021 includes a meet our team
section identifying a
Chief Operating Officer, Director of Manufacturing, Technology
Specialist, and
Controller, among others. Please advise why such individuals are not
included in the
Form 1-A Item 10 disclosure.
Securities Being Offered , page 39
6. We note that you added a series of securities and now are offering
non-voting Series A-2
Preferred, non-voting Series A-1 Preferred, and non-voting Series A
Preferred, all for
different prices. However, the different Series all appear to have the
same rights and
terms. Please revise to provide further detail regarding how these
non-voting securities
are different. In this regard, we note the Form 1-A is intended to
cover the conversion of
the different Series of Preferred into common stock. Clarify the
anticipated circumstances
and timing of any such conversions and advise us how they will be
applied to the limit in
Rule 251(a)(2).
Paolo Tiramani
Boxabl Inc.
December 29, 2021
Page 3
Revised Statement of Changes in Stockholders' Equity for the six months ended
June 30, 2021,
page F-4
7. Please revise your interim financial statements to also include a
Statement of Changes in
Stockholders' Equity for the six months ended June 30, 2020. Refer to
Part F/S of Form
1-A.
General
8. We note the number of accepted deposits on page 9 is as of August 30,
2021 and the
number on page 30 is as of September 15, 2021. Please revise to update
consistently as of
the most recent practicable date. Additionally, with a view to disclosure
advise us of the
approximate number of deposits that have been converted to sales and, for
the
oldest pending orders that have not been converted to sales, advise us of
the period of time
after which prospective purchasers may demand return of the Order Fee.
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 Austin Wood at 202-551-5586 or Jim Lopez at
202-551-3536 with any
other questions.
Sincerely,
FirstName LastNamePaolo Tiramani
Division of
Corporation Finance
Comapany NameBoxabl Inc.
Office of Real
Estate & Construction
December 29, 2021 Page 3
cc: Andrew Stephenson, Esq.
FirstName LastName