United States securities and exchange commission logo





                                  January 8, 2021

       Paolo Tiramani
       Chief Executive Officer
       Boxabl Inc.
       6120 N. Hollywood Blvd. #104
       Las Vegas, NV 89115

                                                        Re: Boxabl Inc.
                                                            Draft Offering
Statement on Form 1-A
                                                            Submitted December
14, 2020
                                                            CIK No. 0001816937

       Dear Mr. Tiramani:

              We have reviewed your draft offering statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

               Please respond to this letter by providing the requested
information and either submitting
       an amended draft offering statement or publicly filing your offering
statement on
       EDGAR. Please refer to Rule 252(d) regarding the public filing
requirements for non-public
       submissions, amendments and correspondence. If you do not believe our
comments apply to
       your facts and circumstances or do not believe an amendment is
appropriate, please tell us why
       in your response. After reviewing your amended draft offering statement
or filed offering
       statement and the information you provide in response to these comments,
we may have
       additional comments.

       Draft Offering Statement on Form 1-A

       General

   1.                                                   Please revise your
offering statement to disclose the amount of securities offered and the
                                                        pricing of the
securities. We also note your statements in the risk factors section that the
                                                        Stockholders Agreement
puts restrictions on the transfer of securities, that the company
                                                        has a right of first
refusal granted in the agreement and that the company has a call right
                                                        granted to Paolo
Tiramani and Galiano Tiramani to repurchase the securities issued in this
                                                        offering. Revise the
cover page of your offering statement to address the restriction on the
                                                        transfer of securities,
the right of first refusal and the call right to repurchase the securities.
   2.                                                   Please review your
disclosure and revise to address any inconsistencies. For example
 Paolo Tiramani
FirstName
Boxabl Inc.LastNamePaolo Tiramani
Comapany
January    NameBoxabl Inc.
        8, 2021
January
Page 2 8, 2021 Page 2
FirstName LastName
         only, we note:
             On page 16, you refer to Boxable's patent pending shipping
technology; however,
             based on page 20, it appears that Build IP, LLC has all of the
patents.
             On page 13, you refer to having selling stockholders; however, on
page 14, you state
             that you have no selling stockholders.
             Your disclosure related to the exclusive forum is inconsistent
between pages 9-10 and
             Article 12 of your Articles and page 14.
             On page 13, you state that investors will have no right to a
return of their funds for
             one year following qualification. However, in the next sentence
you indicate that an
             investor may request rescission.
             On page 13, you state that there is no minimum offering amount;
however on page 2
             you state there is a $1million minimum offering amount.
             On page 16, you state that you have received "reservations
interest from over 20,000
             customers." Please reconcile this with your disclosure on page 22.
             On page 16, you indicate that you anticipate your flagship factory
being able to
             service the entire United States and international markets.
However, your disclosure
             on page 22 indicates that you will need to expand your operations
and establish
             franchises and that you will only be able to create limited boxes
at the flagship
             factory.

Summary
Selected Risks Associated with Our Business, page 4

3.       We note your disclosure that you will rely on patents licensed to you
from an
         affiliated party. In an appropriate place, please revise to describe
the material terms of the
         license agreement with Build IP LLC and specifically address the
duration the license
         agreement. Additionally, we note that you will rely on builders and
third party
         franchisees. Please clarify how the license agreement applies to your
agreements with
         builders and franchisees.
Risk Factors
Using a credit card to purchase shares..., page 16

4.       We note that you intend to permit investors to purchase your shares
using credit
         cards. Please add disclosure explaining how you will process
subscriptions made by credit
         card. For example, disclose who will process credit card
subscriptions.
Applicable Regulation, page 20

5.       We note your disclosure that, because your modules are mass produced,
you are able to
         obtain approvals that will apply to any job site in any state. We note
that you have no
         commenced operations and that your modules are not yet mass produced.
Please advise
         how you have obtained the approval of the states in light of this,
and, if you have not,
         explain why you anticipate you will receive such approvals in the
future.
 Paolo Tiramani
Boxabl Inc.
January 8, 2021
Page 3
Management's Discussion and Analysis...
Liquidity and Capital Resources, page 25

6.    We note that you have sold and are selling securities pursuant to
Regulation D. Please
      disclose how you have complied with the requirements of this Regulation.
Additionally,
      we note that you have not filed a Form D. Please file this form.
Additionally, please
      advise how you will comply with the Regulation A general solicitation
guidelines in
      engaging in these concurrent offerings.
Security Ownership of Management and Certain Securityholders, page 32

7.    Please ensure that you provide all the information required by Item 12
and Item 13 of Part
      II of Form 1-A in the appropriate sections. Please revise to address the
beneficial
      ownership of the Series A Preferred Stock in the Security Ownership of
Management
      section. Please revise to clarify how the 500 Group Inc. is a related
party to the company
      in the Interest of Management and Others in Certain Transactions section.
Securities Being Offered, page 34

8.    We note your disclosure that you may require to stockholders to sell
their securities
      pursuant to a call right in the Stockholders Agreement. Please clarify if
this call right
      would remain after you have engaged in an IPO and if the securities may
be called if you
      are listed. Additionally, clarify if you call the securities you may pay
investors a price
      that is less than their original investment and address this in your risk
factor on page 10.
      Also revise to clarify how the dollar value per share amount to be paid
will be disclosed to
      investors before the company executes the call option; address how the
call option will be
      enforced against investors; and advise us whether the call right to
repurchase securities
      would be deemed a tender offer and what the timing of the relevant
filings would be. We
      may have further comment.
        You may contact William Demarest at 202-551-3432 or Jennifer Monick at
202-551-
3295 if you have questions regarding comments on the financial statements and
related
matters. Please contact Stacie Gorman at 202-551-3585 or David Link at
202-551-3356 with
any other questions.



                                                            Sincerely,
FirstName LastNamePaolo Tiramani
                                                            Division of
Corporation Finance
Comapany NameBoxabl Inc.
                                                            Office of Real
Estate & Construction
January 8, 2021 Page 3
cc:       Andrew Stephenson, Esq.
FirstName LastName