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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.

 FirstName LastNamePaolo Tiramani
 Comapany NameBoxabl Inc.
 November 22, 2023 Page 2
 FirstName LastName
Paolo Tiramani
Boxabl Inc.
November 22, 2023
Page 2
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.

 FirstName LastNamePaolo Tiramani
 Comapany NameBoxabl Inc.
 November 22, 2023 Page 3
 FirstName LastName
Paolo Tiramani
Boxabl Inc.
November 22, 2023
Page 3
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.

 FirstName LastNamePaolo Tiramani
 Comapany NameBoxabl Inc.
 November 22, 2023 Page 4
 FirstName LastName
Paolo Tiramani
Boxabl Inc.
November 22, 2023
Page 4
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