United States securities and exchange commission logo
November 22, 2023
Paolo Tiramani
Chief Executive Officer
Boxabl Inc.
5345 E. N. Belt Road
North Las Vegas, NV 89115
Re: Boxabl Inc.
Amendment No. 2 to
Registration Statement on Form 10-12G
Filed October 31,
2023
File No. 000-56579
Dear Paolo Tiramani:
We have reviewed your
filing and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to this letter,
we may have additional comments.
Amendment No. 2 to Registration Statement on Form 10-12G filed October
31, 2023
Implications of Being an Emerging Growth Company, page 3
1. Please revise your
disclosure here and throughout your registration statement to remove
any statement that you
are subject to the requirements of Regulation A reporting and
clearly state that you
are subject to the ongoing reporting requirements of the Securities
Exchange Act of 1934.
Your Form 10 registration statement under Section 12(g)
became automatically
effective 60 days after it was filed.
Item 1. Business
Product Features, page 7
2. Please clarify your
disclosure in the table to reflect which product features you currently
have versus those you
plan to offer.
Paolo Tiramani
FirstName
Boxabl Inc.LastNamePaolo Tiramani
Comapany 22,
November NameBoxabl
2023 Inc.
November
Page 2 22, 2023 Page 2
FirstName LastName
Item 1A. Risk Factors, page 17
3. We note that several of your risk factors highlight the risk that
inflationary trends could
affect your business due to a reduction in housing demand and
increased pricing for
materials. Please update both the Risk Factor and the Management's
Discussion and
Analysis sections if recent inflationary pressures have materially
impacted your
operations. In this regard, identify the types of inflationary
pressures you are facing and
how your business has been affected.
As we grow our business, we may not be able to manage our growth successfully,
including
development of our internal controls., page 18
4. Please revise your disclosure to state whether the fraudulent conduct
you discovered had
any material impact on your internal controls or operations.
Item 2. Financial Information, page 24
5. We note your statement that "[t]he purchase of the reserved Casitas by
each of those
potential customers who have placed deposits represents potential
revenue of $900
million, and potential revenue of over $10 billion if all potential
customers, including
those who have not placed deposits, were to order one Casita." Please
disclose a
reasonable basis for these projections or delete. See Item 10(b) of
Regulation S-K.
6. Please expand your discussion under results of operations for all
periods to quantify each
factor you cite as impacting your operations. For example, you state
that the cost of goods
sold for the three and six months ended June 30, 2023 decreased and
that costs include
raw materials, assembly costs, shipping, and labor without quantifying
the impact
attributed to each component. Also describe unusual or infrequent
events, significant
economic changes, and significant components of revenues and expenses.
For example,
your discussion of the decrease in revenues for the same periods does
not explain whether
the permitting process delay was a one-time event or may continue in
the future and the
impact on future revenues. See Item 303(b)(2) and (c) of Regulation
S-K.
Trend Information, page 25
7. You reference elsewhere in your registration statement the section
"Unit Economics"
within Trend Information discussing the refinement and scalability of
your operations
such that you anticipate achieving positive net revenues. We are
unable to locate such
disclosure. Please advise.
Planned Timeline, page 34
8. In your planned timeline over the next twelve months, please disclose
your estimate of the
funds necessary to complete the projects and the amounts and sources
of such funds.
Paolo Tiramani
FirstName
Boxabl Inc.LastNamePaolo Tiramani
Comapany 22,
November NameBoxabl
2023 Inc.
November
Page 3 22, 2023 Page 3
FirstName LastName
Item 10. Recent Sales of Unregistered Securities, page 50
9. Please include all your recent sales of unregistered securities, such
as your sales of
preferred stock in 2023 on FrontFundr.com. For each transaction,
please provide the
disclosure required by Item 701 of Regulation S-K, including the
section of the Securities
Act or the rule of the Commission under which exemption from
registration is claimed
and the facts relied upon to make the exemption available.
Item 15. Financial Statements and Exhibits
Note 3 - Investments, page F-28
10. We note you classify the unrealized gains/losses on your investments
in the statements of
operations. However, we did not note your accounting policies for your
investments,
which primarily consist of U.S. treasury notes. Revise to provide your
accounting policy
for your investments, as required by ASC 320-10-50.
Note 6 - Debt
Convertible Notes Payable, page F-30
11. We note your disclosures stating you converted promissory notes on
April 1, 2022 and
that the conversion rates used were significantly different than the
stated conversion rates
in the convertible promissory notes. We further note that this
conversion caused you to
issue 779,483,823 shares of Non-Voting Series A-1 Preferred Stock
valued at $623.6
million to convert the principal amount due of $44.8 million and $2.0
million of accrued
interest. Please provide for us the initial terms, as well as the
amended terms and address
why the notes were not converted at the conversion rates initially
agreed upon.
Note 9 - Stockholders' Equity (Deficit)
Sale of Preferred Stock, page F-33
12. We note your disclosure stating you sold 741,700 Preferred Series A-1
shares for gross
proceeds of approximately $59 thousand (at $0.079 per share). We
further note you
reported 741,700 Preferred Series A-1 shares being issued in the
Statements of Changes to
Stockholders' Equity (Deficit) on page F-21 for proceeds of
approximately $593 thousand
(at $0.80 per share). Please reconcile these amounts and revise the
filing accordingly.
Note 11 - Subsequent Events, page F-36
13. We note your disclosure pertaining to preferred stock offerings during
January through
June 2023 pertaining to U.S. and Canadian capital raises. Please
reconcile the amounts
provided herein to your interim statement of changes to stockholders'
equity for the period
ended June 30, 2023 and advise or revise the filing as needed.
Paolo Tiramani
FirstName
Boxabl Inc.LastNamePaolo Tiramani
Comapany 22,
November NameBoxabl
2023 Inc.
November
Page 4 22, 2023 Page 4
FirstName LastName
Exhibits
14. The disclosure on your website states that you entered into a
partnership with
Elevate.Money, Inc. in April 2023. Please file the partnership
agreement as an exhibit or
advise.
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.
Please contact Babette Cooper at 202-551-3396 or Mark Rakip at
202-551-3573 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or Brigitte Lippmann at 202-551-3713 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Andrew Stephenson