SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Nkwodimmah Stanaway Veronica

(Last)

(First)

(Middle)

5345 E. N. BELT ROAD

(Street)

NORTH LAS VEGAS

89115

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/09/2023

3. Issuer Name and Ticker or Trading Symbol
Boxabl Inc. [ BOX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽²⁾	Common Stock, par value $0.00001	$57,143	⁽³⁾	D
Series A-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.00001	$26,400	⁽⁴⁾	D

Explanation of Responses:

1. Vesting occurs on the earlier of the date of consummation of a Change of Control (as defined in Section 409A of the IRC) or after expiration of the "lock up" period following an initial public offering of the Company's equity securities on an established securities market (collectively, a "Qualifying Transaction").

2. The portion of any unvested RSUs will be forfeited upon termination of service as a Director to the Company, and such portion shall be canceled by the Company. Upon termination of service as a Director of the Company by reason of death or disability, the portion of RSUs awarded that is not vested and unrestricted as of that date shall immediately vest and become unrestricted.

3. Upon the date the RSUs become vested and unrestricted, the Director will receive one (1) underlying share of Common Stock for each RSU. However, the underlying Common Stock shall not be issued but deferred until the "Distribution Date," which is defined as the earlier of five (5) business days following the date on which the Grantee cease to be a Director of the Company or the date of a consummation of a Qualifying Transaction (defined in note 1, above).

4. Each share of Series A-2 Preferred Stock automatically converts into shares of the Company's Common Stock on a one-for-one basis upon the closing of the sale of the Company's Common Stock to the public in a firm-commitment underwritten public offering that meets certain criteria or an offering of the Company's Common Stock in reliance on Regulation A of the Securities Act of 1933, as amended.

	/s/ Sandy Godsey, Attorney-in-fact	10/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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