| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
BOXABL INC. |
| (c) | Address of Issuer's Principal Executive Offices:
5345 E. N. Belt Road, North Las Vegas,
NEVADA
, 891155. |
| Item 2. | Identity and Background |
|
| (a) | Galiano Paolo Tiramani |
| (b) | The principal business address of Galiano Paolo Tiramani is c/o Boxabl Inc., 5345 E. N. Belt Road, North Las Vegas, NV 891155 |
| (c) | Galiano Tiramani is the Co-Chief Executive Officer and a member of the Board of Directors of the Issuer. |
| (d) | No |
| (e) | No |
| (f) | United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The shares of Class A Common Stock reported herein as being beneficially owned by the Reporting Person represent (i) shares of Class B Common Stock that were issued to the Reporting Person following the completion of the transactions contemplated in the Agreement and Plan of Merger (as amended, the "Merger Agreement") by and among FG Merger II Corp., reincorporated in Texas and renamed Boxabl Inc. in connection with the transaction contemplated by the Merger Agreement (the "Issuer"), Boxable Inc., a Nevada corporation (the "Old Boxabl") and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of FGMC ("Merger Sub") and (i) shares of Class A Common Stock underlying Non-Qualified Stock Options that were assumed by the Issuer.
The Merger Agreement provides for a two-step merger transaction (the "Mergers") in which, first, Merger Sub merged with and into Old Boxabl (the "First Merger"), with Old Boxabl surviving as a wholly-owned subsidiary of FGMC, and, immediately thereafter, Old Boxabl (as the surviving company in the First Merger) merged with and into the Issuer (the "Second Merger"), with the Issuer continuing as the surviving public company and renamed Boxabl Inc.
At the effective time of the First Merger, shares of Old Boxabl's common stock held by the Reporting Person converted into the right to receive the number of shares of Class B Common Stock of the Issuer discussed in Item 5 below, determined by the common exchange ratio set forth in the Merger Agreement. In addition, each share of the Company's preferred stock held by the Reporting Person converted into the right to receive shares of the Issuer's Merger Preferred Stock, determined by the preferred exchange ratio set forth in the Merger Agreement and each other outstanding and unexpired convertible securities of Old Boxable (such as options and restricted stock units but excluding common stock warrants) were assumed by the Issuer and became exercisable or convertible for the Issuer's equity on the same terms, with adjustments as provided in the Merger Agreement.
The shares of Class A Common Stock reported herein as being beneficially owned by the Reporting Person excludes 379,482 shares of Class A Common Stock underlying 379,482 shares of Merger Preferred Stock issued to the spouse of the Reporting Person in connection with the transactions contemplated by the Merger Agreement, because such Preferred Stock is not convertible into Class A Common Stock within the next 60 days, as discussed in footnote 4 above. |
| Item 4. | Purpose of Transaction |
| | See Item 3 above.
Reporting Person holds a significant percentage of the Issuer and also serves a member of the Board of Directors and as the Co-Chief Executive Officer of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. In such capacity, he may communicate with other members of management, other members of the Board, and/or other shareholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board with a view to maximizing shareholder value. Such discussions and actions may be preliminary and exploratory in nature, and may not rise to the level of a plan or proposal.
Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person, at any time, and from time to time, may review, reconsider and change his position and/or change his purpose and/or develop such plans and may seek to influence management of the Issuer or the Board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
The information regarding the transactions contemplated by the Merger Agreement set forth in Item 3 above is incorporated into this Item 4 by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See responses to the cover page, including footnotes 1 through 5 thereto. |
| (b) | See responses to Items 7, 8, 9 and 10 on the cover page and the footnotes thereto. |
| (c) | Except as set forth in this Schedule 13D, the Reporting Person has not engaged in any transaction with respect to the Issuer's Class A or Class B Common Stock during the sixty days prior to the date of filing this Schedule 13D. |
| (d) | Each of Mr. Paolo Tiramani, as Trustee of the Galiano Tiramani 2020 Family Gift Trust, and Kristin Gifford, as Independent Special Trustee of the Trust, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held in the Trust. Kristin Gifford, as Distribution Trustee of the Shontor Asset Protection Trust, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities in the Trust. Except as described in this Schedule 13D, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the common stock of the issuer beneficially owned by the Reporting Person as reported in this Schedule 13D. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The Issuer, FG Merger Investors II LLC, and the Reporting Person entered into a Lock-Up Agreement pursuant to which the Reporting Person agreed to restrictions on transfer for up to one year following the closing of the transactions contemplated by the Merger Agreement (the "Closing") with respect to the all shares of Common Stock of the Issuer held as of the date of the agreement or acquired upon conversion of any shares of Preferred Stock of the Issuer (collectively, the "Lock-Up Shares"). These lock-up restrictions, subject to certain exceptions, will end on the earlier of (i) with respect to 50% of the Lock-up Shares, the earlier of (A) twelve (12) months following the Closing and (B) the date on which the closing price of the Combined Company's Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (ii) with respect to the remaining 50% of the Lock-up Shares, twelve (12) months following the Closing, or earlier, in each case, if subsequent to the Closing, the Issuer consummates a subsequent liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Issuer's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Notwithstanding the foregoing, such lock-up provisions shall automatically expire if the Issuer's Common Stock trades at or above $20.00 at any time, including during intraday trading.
The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 99.1 to this Schedule 13D and is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1. Lock-Up Agreement (incorporated by reference to the Form of Company Lock-up Agreement filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 23, 2026). |
