SecProbe.io

CORRESP
1
filename1.htm

March
28, 2024

Ruairi
Regan

David
Link

Office
of Real Estate and Construction

Division
of Corporation Finance

Securities
and Exchange Commission

Washington
DC 20549

    Re:
    BOXABL
    Inc.

    Offering
    Statement on Form 1-A

    Filed
    February 23, 2024

    File
    No. 024-12402

Dear
Mr. Regan:

We
acknowledge receipt of the comments in your letter dated March 21, 2024, regarding the Offering Statement on Form 1-A of BOXABL Inc.
(the “Company”), which we have set out below, together with our responses. All responses below refer to revised disclosure
in Amendment No. 1 to our Form 1-A filed simultaneously with the submission of this correspondence.

Offering
Statement on Form 1-A

Cover
Page

1.
Please clarify how soon after qualification you expect to hold your initial closing. We note you expect to hold closings on at least
a monthly basis after the initial closing.

As
required by Rule 251(d)(3)(i)(F) of Regulation A, the Company will commence the offering within two (2) calendar days after the qualification
date. However, it may be a month or longer before the Company may close on any funds tendered by an investor due to the process required
for clearance of subscription agreements. Once an investor executes a subscription agreement and tenders funds for the shares, the Company’s
broker-dealer must perform certain processes related to their regulatory obligations regarding anti-money laundering and “know
your customer” rules, including verification of the investor’s identity and status. With respect to the Company’s offering,
subscription agreements submitted by investors through the platform operated by Novation Solutions, Inc. O/A DealMaker will be cleared
by its affiliate DealMaker Securities, LLC (“DealMaker”), a broker-dealer registered with the SEC and a member of FINRA.
Subscription agreements submitted through the offering page hosted at www.startengine.com will be cleared by StartEngine Primary
LLC (“StartEngine,” and together with DealMaker Securities, LLC, the “Broker-Dealers”). If there are errors or
incomplete information that needs to be resolved to complete the subscription, the Broker-Dealer will generate emails instructing the
investor on what to do to complete the process. During this process, the investor’s funds will be held by an escrow agent pending
closing or termination of the offering. If the subscription is submitted through DealMaker, then the funds will be held by Enterprise
Bank & Trust (“Enterprise”). Funds submitted through StartEngine will be held by The Bryn Mawr Trust Company (“Bryn
Mawr,” and together with Enterprise, the “Escrow Agents”). Once the information pertaining to the subscription agreement
has been completed, the investor receives an email regarding the progress of the investment, restating the amount of funds tendered and
number of securities purchased, and that the funds are available to be disbursed to the Company at a closing. In the event the broker-dealer
is unable to clear a subscription agreement, the investor’s funds are returned in full by the escrow agent. In order to be cost
efficient, closing only occurs approximately once a month. Once a closing takes place, in addition to funds being released to the Company,
the transfer agent is notified for the purpose of adding the investor and corresponding number of securities to the Company’s stock
ledger.

We
further note that the procedures outlined above do not result in a discontinuous offering, as offers and acceptances of subscription
agreements from investors will continue during this time. Rather, the only delay is in regards to completion of sales and the closing
on each investor due to the need of each party to the closing process to undertake their required actions pursuant to applicable rule
and regulations.

2.
We note you propose to issue as bonus shares up to 12,000,000 Non-Voting Series A-3 Preferred Shares. We also note that the total
offering amount adds up to $75 million without including the 12,000,000 bonus shares of Series A-3 Preferred Stock. Please revise to
address the value of such additional bonus shares and confirm your understanding, and revise the tables and narrative disclosures to
clarify, that the value of bonus shares provided counts towards the $75 million aggregate 12-month total under Rule 251(a)(2). See Note
to Paragraph(a) in Rule 251.

Rule
251(a)(2) of Regulation A, including the to Paragraph (a) thereunder, contemplate the payment of cash or other non-cash consideration
for the securities, and provides guidance on determining the value of the non-cash consideration. The Company respectfully notes that
no additional consideration of any kind will be paid by investors for the Bonus Shares. As disclosed on page 12 , the Bonus
Shares effectively provide a discount on price based on the amount invested or the status of the investor as (i) having previously invested
in the Company, (ii) made a reservation  for Non-Voting Series A-3 Preferred Stock prior to the commencement of the offering,
or (iii) being a paid reservation holder for a Casita prior to the commencement of the offering. Please see “Risk Factors –
We are offering Bonus Shares, which is effectively a discount on our stock price, to some investors who purchase Non-Voting Series A-3
Preferred Stock in this Offering,” on page 12. Additionally, the Plan of Distribution, as revised, explains on page 24 ,
that depending on the amount invested or an investor’s status as described above, an investor will qualify for an effective discount
on their share price by receiving Bonus Shares for no additional consideration.

3.
We note your disclosure that Investors who purchase shares of Non-Voting Series A-3 Preferred Stock are eligible to receive Bonus Shares
based on the amount of their investment and an additional 5% Bonus Shares if they reserved shares as of the day prior to the commencement
of this Offering. With a view to disclosure, please tell us how investors may legally have reserved shares prior to the commencement
of this offering. Provide us with a legal and factual analysis of how you can reserve preferred stock prior to the commencement of the
offering under Securities Act Rule 255. Also refer to Securities Act Rule 251(d).

Rule
255(a) permits companies to engage in “testing the waters” prior to commencing a Regulation A offering by seeking indications
of interest from potential investors, including obtaining the name, address, telephone number, and/or email address in any response form
as permitted by Rule 255(c). As a condition to “testing the waters,” Rule 255(b) requires that communications intended to
elicit indications of interest from potential investors include certain SEC-mandated legends stating that (i) no money or other consideration
is being solicited, and if sent in response, will not be accepted, (ii) no offer to buy the securities can be accepted and no part of
the purchase price can be received until the offering statement is qualified, and any such offer may be withdrawn or revoked, without
obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date; (iii) a person’s
indication of interest involves no obligation or commitment of any kind; and (iv) once the offering statement has been filed with the
SEC, state from whom a copy of the most recent version may be obtained, or provide the URL where the investor may access the preliminary
offering circular, or provide a copy of the preliminary offering circular. The Company respectfully takes the view that use of the phrase
“reserve shares” prior to qualification is consistent with the requirements of Rule 255(b) because (i) it has included in
its communications pertaining to the Regulation A offering the required legends that no money or other consideration is being solicited
and will be returned to an investor if submitted, (ii) included the legend that no offer to buy the securities will be accepted and no
part of the purchase price received until the offering statement has been qualified, and that any such offer may be withdrawn or revoked
without obligation or commitment of any kind at any time prior to notice of its acceptance being given after the date of qualification,
(iii) since filing the offering statement on February 23, 2024, the Company has included in its communications pertaining to the offering
a URL giving investors access to the preliminary offering circular on file; and (iv) has not accepted any funds or other consideration
from investors in connection with their indication of interest. For this reason, the Company believes its communications and related
compliance requirements have been consistent with the requirements in Rule 251(d) as well.

The
Company further notes that the use of the term “reserve” has been commonly used in connection with offerings of securities
under both Regulation A and Regulation Crowdfunding since 2016. When combined with the “testing the waters” legend included
pursuant to Rule 255(b), investors are informed that a reservation only means that they have placed a non-binding indication of interest.
The reservation itself does not create an exchange of value between the investor and the Company, nor does it create any obligation on
the part of the investor to purchase securities upon qualification of the Company’s offering. Additionally, no Bonus Shares are
earned just by reserving. Rather, the reservation means that, upon qualification, and the investor deciding to invest, the Company wants
to express gratitude to that investor for following the activities of the Company, indicating interest through the reservation, the investor
will have earned Bonus Shares.

Bonus
Shares; Discounted Price for Certain Investors, page 24

4.
We note the schedule of bonus shares on page 24. Please clarify how investors will be eligible for bonus shares if they purchase shares
in multiple purchase transactions.

We
have revised the disclosure in the offering statement on page 24 to clarify that investors making multiple investments in this offering
will receive Bonus Shares based on their status prior to the offering (e.g., existing stockholder, making a reservation for the offering,
having a paid reservation for a Casita) each time they invest. Bonus Shares based on the size of the investment will be calculated for
each investment and will not be aggregated together.

Securities
Being Offered

Conversion
Rights, page 70

5.
Please reconcile your disclosure in this section that “Upon the occurrence of firm underwriting registered offering, the Non-Voting
Series A, A-1, A-2, and A-3 Preferred Stock will automatically convert into voting Common Stock of the Company” with the disclosure
on the cover page, and in The Offering section on page 1, which also refer to an offering of Common Stock by the Company under Regulation
A.

The
Company will be offering only its Non-Voting Series A-3 Preferred Stock in this Regulation A offering. Please see the cover page to the
Offering Statement, which identifies the Selling Securityholders as selling the Common Stock and the Non-Voting Series A Preferred Stock.
Please also see “Plan of Distribution and Selling Securityholders – Securityholders Selling Common Stock,” page 26,
where Galiano Tiramani and Paolo Tiramani are identified as the Selling Securityholders who will be offering their shares of Common Stock.

Thank
you again for the opportunity to respond to your questions regarding the Offering Statement of Boxabl Inc. If you have additional questions
or comments, please contact me at andrew@crowdchecklaw.com.

    Sincerely,

    /s/
    Andrew Stephenson

    Andrew
    Stephenson

    Partner

    CrowdCheck
    Law LLP

    cc:
    Paolo
    Tiramani

    Chief
    Executive Officer

    Boxabl
    Inc.