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                              March 21, 2024

       Paolo Tiramani
       Chief Executive Officer
       Boxabl Inc.
       5345 E.N. Belt Road
       North Las Vegas, NV 89115

                                                        Re: Boxabl Inc.
                                                            Offering Statement
on Form 1-A
                                                            Filed February 23,
2024
                                                            File No. 024-12402

       Dear Paolo Tiramani:

                                                        We have reviewed your
offering statement and have the following comments.

              Please respond to this letter by amending your offering statement
and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response. After
       reviewing any amendment to your offering statement and the information
you provide in
       response to this letter, we may have additional comments.

       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.
   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.
   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
 Paolo Tiramani
Boxabl Inc.
March 21, 2024
Page 2
       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).
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.
Securties 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.
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       Please contact Ruairi Regan at 202-551-3269 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
March 21, 2024 Page 2
cc:       Andrew Stephenson
FirstName LastName