07/27/2026 | Press release | Distributed by Public on 07/27/2026 15:31
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FORM 3
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | (2) | Class A Common Stock, par value $0.0001 | 556,613(3) | (3) | D | |
| Restricted Stock Units | (4) | (2) | Class A Common Stock, par value $0.0001 | 974,073(5) | (5) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Costas Martin Noe 5345 E. N. BELT ROAD NORTH LAS VEGAS, NV 89115 |
Chief Financial Officer | |||
| /s/ Martin Noe Costas, | 07/27/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Restricted Stock Units ("RSUs) were granted October 2, 2023, and become subject to monetization once fully vested and upon the occurrence of a "Qualifying Transaction," defined as the first to occur of (i) a time at which the Company tenders for and successfully acquires the RSUs, (ii) the date of the closing of a transaction (or series of transactions) that results in a "change of control" of the Company; or (iii) the first trading day that is on or after the expiration of the "lock up" period after the effective date of the initial underwritten sale of the Company's equity securities to the public on an established securities market. |
| (2) | If Mr. Costas' employment terminates for any reason prior to a Qualifying Transaction, such termination will result in the immediate cancellation and lapse of the RSUs. In the event of termination for cause after a Qualifying Transaction but prior to payment, he will not be entitled to payment. |
| (3) | Each RSU represents the right to receive, upon vesting, approximately 0.078 of a share of Class A Common Stock of BOXABL Inc. The RSUs will be settled in shares of the Company's Class A Common Stock within fifteen business days after the closing of a Qualifying Transaction. |
| (4) | The Restricted Stock Units ("RSUs) were granted on December 24, 2024, and become subject to monetization once fully vested and upon the occurrence of a Qualifying Transaction. |
| (5) | Each RSU represents the right to receive, upon vesting, approximately 0.078 of a share of Class A Common Stock of BOXABL Inc. The RSUs will be settled in shares of the Company's Class A Common Stock within fifteen business days after the closing of a Qualifying Transaction. |