United States securities and exchange commission logo
February 17, 2022
Paolo Tiramani
Chief Executive Officer
Boxabl Inc.
6120 N. Hollywood Blvd. #104
Las Vegas, NV 89115
Re: Boxabl Inc.
Amendment No. 8 to
Offering Statement on Form 1-A
Filed January 27,
2022
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
December 29, 2021 letter.
Amendment No. 8 to Offering Statement on Form 1-A filed January 27, 2022
Securities Being Offered, page 39
1. Please revise here and
the Cover Page to clarify the order of priority for liquidation
preferences. In this
regard, we note page 40 indicates Series A-2 are first to receive
distributions; however,
neither the subscription agreements nor Section 4 of the articles of
incorporation appear to
cover the order of priority. Please revise page 40 to explain
the liquidation
preferences in terms understandable to the average investor. Consider
including an
illustrative, hypothetical example to explain the Preferred Payment.
Financial Statements for the period ended June 30, 2021, page F-2
2. We note your response
to our comment 4, the related revisions to your interim financial
Paolo Tiramani
Boxabl Inc.
February 17, 2022
Page 2
statements, and the additional unrelated revisions to your interim
financial statements.
Please revise to provide the disclosures required by ASC 250-10-50-7,
or advise. In
addition, please label the restated columns of your financial
statements as restated, or
advise.
General
3. We note your response to comment 2 and disclosure on pages 34 and F-13
regarding over
$34 million of securities issued under other offerings, including
Regulation Crowdfunding
and Rules 506(b) and 506(c) of Regulation D. Your Form 1-A appears to
cover securities
offered, as well as the same offerees, involved in these other
offerings being conducted
concurrently or around the same time. Please provide a detailed legal
analysis as to why
you believe these efforts are not part of one integrated offering and
address Rule 152 in
your response.
4. We note your response to comment 3 and a more recent interview with
Galiano Tiramini
by a Las Vegas news outlet, dated January 3, 2022. The article
addresses "plans to
establish a Southern Nevada neighborhood full of Casitas," which does
not appear to be
addressed in the Form 1-A. Please advise us of the materiality of any
such plans. Refer to
comment 2 from our February 22, 2021 letter. Please advise us whether
the interview
complies with the requirements of Rule 251 and Rule 255 of Regulation
A. In this regard
we note the article does not appear to include legends and no script
has been filed under
Item 17 of Form 1-A.
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 James Lopez at
202-551-3536 with
any other questions.
FirstName LastNamePaolo Tiramani Sincerely,
Comapany NameBoxabl Inc.
Division of
Corporation Finance
February 17, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName