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BOXABL Inc. filed Pre-Effective Amendment No. 1 to its shelf registration statement on Form S-3 (File No. 333-297729). The amendment is described as being filed solely to add standard delaying amendment language on the cover and does not change the underlying prospectus terms or securities being registered.
The company outlines estimated categories of offering-related expenses but does not provide specific dollar amounts beyond the SEC registration fee line. It describes, in detail, how Texas law and BOXABL’s Certificate of Formation and Bylaws provide indemnification and expense advancement protections for directors and officers, and its ability to purchase insurance covering certain liabilities, including under the Securities Act, subject to SEC public-policy limitations.
The filing lists the key exhibits to the registration, including forms of underwriting and securities agreements, an opinion of counsel, consents of independent auditors for fiscal years ended December 31, 2025 and 2024, and a filing fee table. Standard Securities Act undertakings related to post-effective amendments, liability, and Trust Indenture Act trustee eligibility are also included, and the amendment is executed by senior officers and directors.
BOXABL Inc.’s Chief Financial Officer, Costas Martin Noe, reports equity interests entirely through Restricted Stock Units, with no direct holdings of Class A common stock. The RSUs correspond to 556,613 and 974,073 underlying Class A shares and become monetizable only once fully vested and after a defined Qualifying Transaction. Each RSU delivers about 0.078 share, settled in stock within fifteen business days following a Qualifying Transaction. All RSUs are canceled if his employment ends before such a transaction, and no payment is made if he is terminated for cause after a Qualifying Transaction but before settlement.
BOXABL Inc. director Davis Morris A. reports initial beneficial ownership consisting entirely of restricted stock units linked to 24,352 underlying shares of Class A common stock, with no Class A common shares held directly.
The RSUs were granted for no consideration, become eligible to vest in four installments every three months starting three months after the effective grant date of January 1, 2026, and may vest earlier upon death or disability, a Change of Control, or expiration of the IPO lock-up period; unvested RSUs are forfeited if board service ends for other reasons.
BOXABL Inc. director and Co-Chief Executive Officer Galiano Paolo Tiramani reported his initial holdings. He lists 389,629 Class B shares directly and indirect Class B positions of 30,998,869 and 28,225,164 shares through trusts, all convertible one-for-one into Class A with no expiration. Indirect interests also include 379,482 shares of Merger Preferred Stock that begin automatic 20% monthly conversion into Class A on September 18, 2027, and 439,019 non-qualified stock options held by his spouse with a $0.0710 exercise price expiring in 2031.
BOXABL Inc. reports the initial equity positions of Co-Chief Executive Officer and director Paolo Tiramani. He holds 838,101 shares of Class B Common Stock directly, plus indirect Class B holdings of 86,864,301 shares through the Austin Powers Trust and 84,767,646 shares through the Paolo Tiramani 2020 Family Gift Trust. Each share of Class B Common Stock is convertible at the holder’s option into one share of Class A Common Stock and automatically converts before transfers to non‑permitted transferees. He reports 0 shares of Class A Common Stock held directly, and the report excludes Merger Preferred Stock deposited in a donor advised Dechomai Asset Trust.
BOXABL Inc., a modular construction company focused on factory-built “Boxes” such as its 361-square-foot Casita product, has filed a mixed shelf registration. The shelf permits primary offerings of various securities with an aggregate offering price of up to $500,000,000, including Class A common stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts and units.
In addition, identified selling securityholders may resell up to 3,310,288 shares of Class A common stock, including shares issuable from rights and warrants. BOXABL will not receive proceeds from these resale transactions, but may receive cash if certain $15.00 private warrants are exercised. Class A common stock trades on the Nasdaq Global Market under the symbol BXBL. As of July 21, 2026, Class A common stock outstanding was 9,409,633 shares.
BOXABL reports that, as of July 23, 2026, it had manufactured 816 Casitas and delivered 325 units across 10 states, operating from approximately 421,823 square feet of leased manufacturing space in North Las Vegas, Nevada. Net proceeds from any primary issuances are expected to be used for working capital, general corporate purposes, and potential acquisitions or investments.
Boxabl Inc. major shareholder Paolo Tiramani reports beneficial ownership of 172,470,048 shares of Class B Common Stock, which are convertible into Class A Common Stock and represent 94.8% of the company’s Class A common stock on an as-converted basis as of July 20, 2026. These holdings comprise 838,101 shares held directly, 86,864,301 shares held by the Austin Powers Trust, and 84,767,646 shares held by the Paolo Tiramani 2020 Family Gift Trust.
Including all outstanding Class A and Class B shares, Tiramani beneficially owns 71.42% of Boxabl’s total common stock. Each Class B share carries ten votes versus one vote for Class A, and Tiramani holds a majority of the issuer’s voting power while serving as Co‑Chief Executive Officer and director. His shares are subject to a lock-up of up to one year after the merger closing, with early release triggers if the stock trades at or above $12.00 for specified periods or if it reaches $20.00 at any time, or upon certain change-of-control transactions.
Galiano Paolo Tiramani, Co-Chief Executive Officer and director of Boxabl Inc., reports beneficial ownership of 60,052,681 shares of Class A Common Stock on an as-converted basis. This includes 59,613,662 shares of Class B Common Stock over which he has sole voting and dispositive power and 439,019 shares of Class A underlying Non-Qualified Stock Options held by his spouse, over which he has shared voting and dispositive power.
These holdings represent 86.5% of the Class A Common Stock for Schedule 13D purposes and 24.82% of Boxabl’s total outstanding common stock (Class A and Class B combined). Class B shares carry ten votes per share, versus one vote for Class A. Much of the position is held through the Galiano Tiramani 2020 Family Gift Trust and the Shontor Asset Protection Trust, with detailed trustee and beneficial-ownership arrangements.
Tiramani’s stake arose from a two-step merger in which Old Boxabl merged into FG Merger II Corp., which was then renamed Boxabl Inc., with Old Boxabl equity converting into Boxabl Class B and Merger Preferred Stock and assumed equity awards. He is party to a Lock-Up Agreement restricting transfers of his Boxabl common and related conversion shares for up to twelve months after closing, with partial early release if the share price trades at or above $12.00 for 20 of 30 trading days and full early release if the stock trades at or above $20.00. The disclosure notes he may discuss operational, strategic, financial, or governance matters with management and other shareholders but states he presently has no specific plans falling within the typical Schedule 13D change-of-control items.
BOXABL Inc. completed its business combination with FG Merger II Corp. on July 17, 2026, after FGMC converted to a Texas corporation. The combined company is named BOXABL Inc. and its Class A Common Stock trades on Nasdaq under the symbol BXBL.
At closing, former BOXABL securityholders received or had reserved for them 246,524,760 shares of common stock and 103,475,240 shares of Merger Preferred Stock, representing aggregate merger consideration of $3,500,000,000 based on a deemed value of $10.00 per share. FGMC stockholders redeemed 3,466,086 shares for $36,048,176 in cash.
After the transaction, BOXABL had 241,493,343 common shares outstanding (9,409,633 Class A and 232,083,710 high‑vote Class B), plus 103,475,240 Merger Preferred shares and 1,000,000 warrants at a $15.00 exercise price. Paolo and Galiano Tiramani beneficially own about 96.37% of common stock, and Class B carries ten votes per share, making BOXABL a “controlled company” under Nasdaq rules. A 75,000,000‑share omnibus incentive plan was adopted, and significant lock‑ups restrict insider sales for up to 12 months, with earlier release tied to share‑price triggers. Disclosed risks include limited operating history, losses with a going‑concern qualification, substantial capital needs, production ramp‑up challenges, and regulatory and market risks for modular housing.
BOXABL Inc. is reported to have 1,494,101 shares of its common stock beneficially owned by a group consisting of Atsion Asset Management LLC, John Salemi, Camac Fund, LP, Camac Partners, LLC, Camac Capital, LLC, and Eric Shahinian. This position represents 0.4% of the outstanding common stock. The group reports no sole voting or dispositive power, and instead holds shared voting power and shared dispositive power over all 1,494,101 shares. The filing states that this ownership is of 5 percent or less of the class, and is submitted as Amendment No. 1 to a Schedule 13G.