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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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X0202 SCHEDULE 13D 0001996026 XXXXXXXX LIVE Class A Common Stock, par value $0.0001 per share 07/17/2026 false 0001906364 10316W107 BOXABL INC. 5345 E. N. Belt Road North Las Vegas NV 891155 Paolo Tiramani (702) 500-9000 c/o Boxabl Inc. 5345 E. N. Belt Road North Las Vegas NV 89115 0001996026 N Paolo Tiramani OO N X1 172470048.00 0.00 172470048.00 0.00 172470048.00 Y 94.8 IN Each share of Class B Common Stock (referred to in the below notes) converts into one share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the transfer agent of the Company. (1) The number of shares set forth above in line 7 and 9 consists of (i) 838,101 shares of Class B Common Stock, par value $0.0001 per share, held by Mr. Tiramani directly, (ii) 86,864,301 shares of Class B Common Stock, par value $0.0001 per share, held by the Austin Powers Trust, and (ii) 84,767,646 shares of Class B Common Stock held by the Paolo Tiramani 2020 Family Gift Trust. The Austin Powers Trust was established for the benefit of Mr. Paolo Tiramani, his son Galiano Tiramani and his descendants, and Mr. Paolo Tiramani's partner. Mr. Paolo Tiramani is the investment trustee of the Austin Powers Trust. (2) The Paolo Tiramani 2020 Family Gift Trust is held for the benefit of Mr. Tiramani's son Galiano Tiramani and Mr. Galiano Tiramani's descendants. Mr. Paolo Tiramani is not the trustee of the trust nor is the trust held for his benefit. The Trustee of the Trust is Premier Trust Inc. (3) The number of shares set forth above excludes shares of Merger Preferred Stock, par value $0.0001 per share, that Mr. Paolo Tiramani deposited in the Dechomai Asset Trust, a donor advised fund in which Mr. Tiramani may advise the fund on voting or other matters related to his deposited assets but does not have the power to compel the Trust to act. (4) The number of shares set forth above also excludes 30,998,869 shares of Class B Common Stock held in the Galiano Tiramani 2020 Family Gift Trust. The Galiano Tiramani 2020 Family Gift Trust is held for the benefit of Mr. Galiano Tiramani's descendants. Mr. Paolo Tiramani, who is Galiano Tiramani's father and serves as Co- Chief Executive Officer and on the Board of Directors of Boxabl Inc., serves as trustee. Mr. Paolo Tiramani disclaims beneficial ownership of the shares of Class B Common Stock held in the Galiano Tiramani 2020 Family Gift Trust and beneficial ownership of these shares has been separately reported by Mr. Galiano Tiramani. (5) The percentage set forth in the line 13 above is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock deemed beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 9,409,633 shares of Class A Common Stock outstanding as of July 20, 2026, as reported by the Issuer to the Reporting Person, and (ii) 172,470,048 shares of Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes per share. There are 232,083,710 shares of Class B Common Stock outstanding as of July 20, 2026, as reported by the Issuer to the Reporting Person, including the 172,470,048 shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in footnote 1 above. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report. The total number of outstanding shares of Common Stock (both Class A and Class B) is 241,493,343 and Mr. Tiramani beneficially owns 71.42% of the Company's total outstanding Common Stock, without taking into account the ten for one voting power of the Class B Common Stock. Class A Common Stock, par value $0.0001 per share BOXABL INC. 5345 E. N. Belt Road North Las Vegas NV 891155 Paolo Tiramani The principal business address of Paolo Tiramani is c/o Boxabl Inc., 5345 E. N. Belt Road, North Las Vegas, NV 891155 Paolo Tiramani is the Co-Chief Executive Officer and a member of the Board of Directors of the Issuer. No No United States of America The shares of Class A Common Stock reported herein as being beneficially owned by the Reporting Person represent 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"). 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 beneficially owned 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. See Item 3 above. Reporting Person holds a majority of the voting power 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 transaction contemplate by the Merger Agreement set forth in Item 3 above is incorporated into this Item 4 by reference. See responses to the cover page, including footnotes 1 through 5 thereto. See responses to Items 7, 8, 9 and 10 on the cover page and the footnotes thereto. 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. Premier Trust Inc., as Trustee of the Paolo Tiramani 2020 Family Gift 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 Trustee of the Austin Powers 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. Not applicable. 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 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. 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). Paolo Tiramani /s/ Paolo Tiramani Paolo Tiramani 07/24/2026