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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 (Mark
One)

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023 ___________________________________________________

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to_________________________to__________________________________

 Commission file number

Inc.

 (Exact
name of registrant as specified in its charter)

 Nevada

 85-2511929

 State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 5345
 E. N. Belt Road, North Las Vegas, NV

 89115

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code

 (702) 500-9000

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Securities
registered pursuant to section 12(g) of the Act:

 Non-Voting
Series A-3 Preferred Stock, $0.00001 par value

 Non-Voting
Series A-2 Preferred Stock, $0.00001 par value

 Non-Voting
Series A-1 Preferred Stock, $0.00001 par value

 Non-Voting
Series A Preferred Stock, $0.00001 par value

 Common
Stock, $0.00001 par value

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes No

 No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes No

 Note
 – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act from their obligations under those Sections.

 SEC 1673 (01-23)

 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.

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Ex- change Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter.

 The
aggregate value of the voting and non-voting stock held by non-affiliates of the registrant as of December 31, 2023, that last business
day of the registrant's most recently completed fourth fiscal quarter was $ 861,010,546 based upon the per share price in our current offering
under Regulation A.

 Note. —If
a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and
expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable
under the circumstances, provided that the assumptions are set forth in this Form.

 APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No

 (APPLICABLE
ONLY TO CORPORATE REGISTRANTS)

the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

 As
of March 29, 2024, the registrant had 3,000,000,000 shares of Common Stock outstanding.

Inc.

 Form

 TABLE
OF CONTENTS

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item
 9A.

 Controls and Procedures

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibit and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 NOTE
ABOUT FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements. All statements contained in this Annual Report on Form 10-K other than
statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy
and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may,"
"will," "estimate," "continue," "anticipate," "intend," "expect,"
and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on
our current expectations and projections about future events and trends that we believe may affect our financial condition, results of
operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing
environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact
of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future
events and trends discussed in this Annual Report on Form 10-K may not occur and actual results could differ materially and adversely
from those anticipated or implied in the forward-looking statements.

 We
undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required
by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 Unless
expressly indicated or the context requires otherwise, the terms "BOXABL," "the Company," "we," "us,"
and "our" in this document refer to BOXABL Inc., a Nevada corporation, and, where appropriate, its subsidiaries.

 PART
I

 Item
1. Business.

 The
Company uses, and will continue to use, its website, press releases, and various social media channels, including its X (formerly known
as Twitter) account (twitter.com/BOXABL), its Linked In account ( its Facebook account ( facebook.com/BOXABL),
its TikTok account ( tiktok.com/BOXABL), its Instagram account ( instagram.com/BOXABL), and its YouTube account ( youtube.com/@BOXABL),
as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that
certain information that the Company posts on its website, disseminated in press releases and on social media could be deemed to be material
information, and the Company encourages investors, the media and others interested in the Company to review the business and financial
information that the Company posts on its website, disseminates in press releases and on the social media channels identified above,
as such information could be deemed as material information.

Overview

is on a mission to bring building construction in line with modern manufacturing processes by creating a superior residential and commercial
building that can be completed in far less time and cost than traditional construction. Our value proposition offers a sustainable, safe,
high quality, affordable, and quickly available smart solution.

 The
core product that we offer is the "Building Box", which consists of room modules ("Boxes") that ship to site
at a low cost and can be stacked and connected to build most any shape and style of finished buildings. Our first product available for
sale is our 19x19 ft. Casita Box, featuring a full-size kitchen, bedroom, bathroom, and living area. We will continue to evaluate market
demand for other dimensions, including 19x30 ft. and 19x40 ft.

 We
believe there is significant market interest in our product based on receiving reservations of interest from over 175,000 customers through
our Room Module Order Agreement, some of whom have placed small deposits to formalize their pre-order of the Casita when production begins.
The company is also receiving interest from Developers, including a pre-order from one of the largest home builders in the US, Distributors,
other Business to Business, and Business to Government potential channels. Since we started operations, we have completed delivery of
an order received from ADS Inc. for 156 Casitas, an order received from Pronghorn Services LLC for 51 Casitas, and additional orders of 14 Casitas from various Customers. We are using our current capital
to fund additional upgrades to our initial facility in Las Vegas that includes three buildings/factories with a total of 421,823 sq ft,
with the main objective of increasing the Company's production capacity.

was first organized as a limited liability company in Nevada on December 2, 2017, and reorganized as a Nevada corporation on June 16,
2020. Our core technology was invented by our Chief Executive Officer, Paolo Tiramani, Director of Marketing, Galiano Tiramani, and our
Director of Engineering, Kyle Denman. Until recently, the technology was owned by Build IP LLC, a Nevada limited liability company specially
formed as a holding company for the intellectual property ("Build IP"), owned by our CEO, Paolo Tiramani. Under an exclusive
licensing agreement, BOXABL paid Build IP a license fee equivalent to 1% of the net selling price generated by the sale of Casitas. On
June 15, 2023, BOXABL merged with 500 Group, Inc., a Nevada corporation that is controlled by Paolo Tiramani and parent to Build IP ("500
Group"). As a result of this merger, all of the intellectual property held by Build IP now belongs to BOXABL and the licensing
agreement is now void. For details, see Certain Relationships and Related Transactions and Director Independence.

 Our
Mission and Innovation

 One
of the prime drivers of the limitations on construction is the ability to ship finished products to a job site. At BOXABL, we realized
that innovation in modular construction would not be possible without innovation in shipping. BOXABL's patented shipping technology
allows us to serve large geographic areas from one BOXABL factory. With this shipping technology, we believe that the location of our
flagship factory in North Las Vegas, Nevada will be able to produce products that can be delivered to anywhere in the US, and even international
markets.

 Our
innovations in shipping are only possible because of our unique methods for constructing our building modules. Our "Building Box"
system and Box design were created specifically to maximize repeatability in manufacturing and to leverage supply chain. In addition,
our reimagined manufacturing process is simplified and efficient resulting in a sustainable, high quality, fast, and cost-effective solution.
This is achieved in part by dramatically reducing the individual components in the build compared to traditional building, which requires
stacks of lumber and thousands of nails. Significantly fewer components result in significantly less production costs during manufacturing.

 Market
Opportunity

 While
we believe ADUs are an accessible entry point to the market, BOXABL is not limited to small residential units. We expect that the
BOXABL product can be used in a wide range of building types — residential, commercial, disaster relief, high rise,
multi-family, apartment, military, labor housing and more.

 For
instance, we recently announced a new prototype, frequently referenced as the "GOLDIBOX" with three-bedrooms, two-and-a-half
bathrooms and an outdoor deck, which is expanding public understanding of BOXABL beyond tiny houses and is already getting a lot of attention
from Developers. We can produce multi-bedroom units with our 19x19 ft. Boxes.

 Our
Products

 The
BOXABL Solution

 The
BOXABL product represents a new take on modular construction. It is a factory-finished room module system that can be quickly stacked
and arranged on site (the "Boxes"), and that provides the majority of the building envelope and functions. We expect this
will allow builders to dramatically reduce build time and costs while increasing quality and features.

 The
first step in factory manufacturing of large buildings was creating a feasible shipping solution. Our goal was to ship without the need
for oversized loads, which require extra permitting, follow cars, police escorts, restricted
routes and other problems that increase costs dramatically. Our design achieves the largest possible room that can be fit into standard
shipping dimensions, meeting highway, sea and rail transportation requirements. It also allows for more delivery options for the delivery
of our Boxes, including haulage by pickup truck. The first BOXABL product is the Casita, a 19X19 ft. room that folds down to 8.5 ft. wide
for shipping, and still has sufficient space for factory-installed kitchens, bathrooms and more. Each Casita unit is a separate Box. Our
Boxes take the heavy lifting of a building's construction out of the field and move it into the factory, where it belongs.

 Our
sales and installation experience to date has experienced various delays due to required permits, the time needed to prepare the
site for installation, arrange capital for payment of amounts due to the Company by the purchaser, and other preparatory steps that
need to be taken in order to arrange delivery and installation of the units. To offset some of these delays, we implemented a
training solution to certify installers across the United States. The BOXABL University program allows us to build a network of
trusted contractors in various locations who can be easily connected to the end customer upon delivery.

 Once
the Boxes arrive at the jobsite, Boxes are installed and can be assembled together in a plug-and-play manner by the Company's preferred installers to create a finished home of almost any
size and style. A typical Box like our Casita model can be assembled on site in one day. The speed, quality, features and price of the
BOXABL product are superior to traditional building methods.

 Smart
Manufacturing

Boxes are not built like traditional homes, as they have been engineered with mass production in mind. This design includes a significant
reduction in the number of standard components compared to traditional construction, aiding in the manufacturing process. BOXABL Boxes
are built with laminated panel technology instead of a standard stick frame construction. This means each wall panel that BOXABL manufactures
consists of fewer individual components. A comparable traditional wall has many individual components and requires 3 or more separate
skilled trades to complete (e.g., framing, sheetrock, exterior finish, etc.). Many raw materials in the BOXABL Boxes will be processed
by off-the-shelf computer numerical control (CNC) equipment to cut and form materials to a given design. The use of CNC equipment will
give us a degree of automation right away, which we intend to expand to allow for the manufacturing process to be more fully automated.

 We
manufactured 260 Casitas Boxes in 2023. Our future production is expected to increase significantly with the introduction of new technology.
We started making upgrades, including new equipment for approximately $15,000,000 from where we already paid approximately $13,000,000 and are currently under the final building phase by our vendor. These include equipment such as a new automated panel lamination system, CNC
cutting equipment, a conveyor system that moves houses down our assembly line, a new paint booth system, assembly stations and electrical
upgrades to our facilities. The new volume is expected to result in a superior value proposition in terms of sustainability, quality,
affordability and availability.

 The
equipment was originally expected for Q2 2024. However, on March 13, 2024, the company formalized a notice to Brave Control Solutions
Inc.("Brave"), our main vendor for the new equipment as Brave is in breach of our Contracts for failing to timely manufacture
and deliver the equipment specified in the Contracts. We understand that several of the delays were the result of Brave's failure
to pay its vendors and suppliers. We demanded Brave to immediately accelerate its work and processes and complete its performance under
the Contracts as soon as possible.

 The
Company will continue to focus on, and improve, our Casita Generation 1 production line while expecting a quick resolution for Casita
Generation 2 new equipment.

 The
System

 Efficient
factory environments thrive on repeatability. We can achieve the lowest cost and better quality by building the same product over and
over, leaving it to the final assembly to create unique structures. The BOXABL factory can build our Boxes in different sizes, with different
floorplans, and the builder can stack, arrange and dress the boxes however they desire for a custom building.

 Building
Materials

 Our
laminated wall panel technology replaces standard lumber framing, by including steel exterior skin, expanded polystyrene (EPS) foam,
magnesium oxide board, hybrid fiber-cement and nonstandard lumber frame. We are able to source these materials from multiple suppliers
and are not reliant on any particular vendor. Our product is compatible with automation, CNC, and the factory environment.

has differentiated certain building designs into "Generation 1.0" and "Generation 2.0". In Generation 1.0, we
utilized a proprietary structurally insulated panel design with steel and magnesium oxide skins, EPS core, and a hybrid lumber-PVC frame.
As a result of our initial sales of Casitas, we were able to receive important feedback from our initial customers that allowed us to
identify opportunities for improvement in the Generation 1.0 Casitas. We are committed to ensuring that all completed products are held
to the highest standard of quality, consequently we started the process to improve our current inventory. See Note 4 – Inventory
 in the accompanying financial statements.

 In
Generation 2.0 that is expected to start production once we receive our new technology, we are utilizing a hybrid fiber-cement and steel
skin with a reinforced EPS core and nonstandard lumber frame. We are currently working to secure the supply of materials that are essential
to our production process, such as sheet steel, EPS foam, and PVC extrusions. We expect the removal of the magnesium oxide board in the
Generation 2.0 product will result in expanded domestic supply chain opportunities and potential cost reductions.

 Product
Features

 The
BOXABL building system has many features and solutions that reduce pain points for builders and offer an attractive product for consumers.
We continue to improve the product and experiment with different building materials and manufacturing methods. Our current product has
the following features.

 Resilient
Panels: Fire resistant, Flood resistant, Bug resistant, and Mold resistant.

 Structural
Strength: Snow load rated, Hurricane wind load rated, seismic rated, Light-weight requires smaller equipment to move, Unlimited unit-to-unit
connections horizontally, and Three-unit high unit-to-unit connections vertically.

 Design
and Engineering: Sealing gaskets at joints, Precut chase network for all utilities in walls/roof/floor enable low-cost retrofit of electrical/sprinkler
system/HVAC, 19x19 feet room modules, Multiple floor plans of room modules for potentially innumerable combinations, Reduced components
designed for factory automation, and a streamlined production process similar to automotive assembly, rather than modular.

 Shipping
and Installation: Connects to any foundation, Packs down for low-cost shipping, Unfolds to 2x shipping volume, Crane pick points for
faster setting, Weatherproof roofing membrane ships with unit, Simple field assembly requires less skilled labor apart from site work,
Pre-plumbed for on-site hook up and does not require crawl space, All finishing work/paint/trim inside and out ships complete.

 Energy
Efficiency: Qualify for top energy rating, Reduced energy bills, Smaller sized HVAC, Minimal thermal bridging, Tight building envelope,
High R-values continuous EPS insulation, High efficiency appliances and LED lights for minimal energy requirement.

 Approval:
Applied for pre-approval of our modular design, Mix and stack building system for easy custom plans, Full testing that includes fire/energy/structural.

 Applicable
Regulation

 Our
Boxes fall under different certification requirements depending on their end use. For instance, we are seeking to obtain Modular Manufacturer
Licensure and Certification in every state that has an equivalent program. These products will be classified as units for Residential
construction and are referred to as "Modular" or "Factory-Built" units, depending on the definitions established
in the Authority Having Jurisdiction (AHJ). BOXABL was recently approved as a Master Manufacturer, under the Arizona Department of Housing,
Factory Built Program, with License ID M-9E 9080. Now that BOXABL is certified in Arizona, we believe that it will be easier to obtain
certification in other states as there are similarities in the certification requirements across jurisdictions. BOXABL has received a
report recommending equivalent licensure and certification under the Nevada Housing Division, Manufactured Housing Division, program.
Once processed, BOXABL will have completed licensure and certification under the existing Manufacturer License, ID M0996. BOXABL has
achieved Modular Manufacturer licensure or registration in the following AHJs; California (#1547230), Texas (IHB-2214 & IHM-730),
& New Mexico (#1514). Registration and licensure in the (x37) remaining AHJ with state level modular programs is in process.

 For
modular homes, some states require the approval of a third-party testing and inspection company, which will conduct product testing and
factory inspections on behalf of the AHJ. There are a number of companies that provide such service. We have engaged several independent
third-party inspection Agencies, including ICC-NTA, Twining Consulting (dba RADCO), PFS-TECO, NOAH, & MA Consulting & Engineering
(MACE, LLC), to test and inspect our products for compliance in the applicable jurisdictions.

 Some
states like Alaska, Oklahoma, Utah, Wyoming, Hawaii, Delaware, West Virginia, and Vermont, do not have state modular housing programs.
In those states, BOXABL buildings can be deployed by obtaining a permit from the local building departments. This has been validated
by several projects located in Utah and Oklahoma.

is also eligible to sell its Boxes as a Vehicle Manufacturer that produces Park Model Recreational Vehicles (PMRV), allowing us to deliver
Casitas to customers under "park model" recreational vehicle classification in most states. This is done through compliance
with the ANSI A119.5 code. Similar to the Federal Motor Vehicle Safety Standards (FMVSS), these require self-certification of compliance.
In addition to self-certification, BOXABL maintains a membership in the Recreational Vehicle Association ("RVIA"), who authors
the ANSI A119.5 PMRV requirements. By adding a permanent trailer/chassis to the BOXABL Casitas, this code is generally met.

 Builders
will still be required to obtain local building permits, as well as those necessary for tying into local water and electric services.
The permitting and scope of work required will be dependent upon the end use. PMRV units fall under a different classification than Modular
units and a regulated by different regulation and enforcement agencies.

 In
May 2023 we received a product listing from ICC-ES which indicates our Structurally Insulated Panels (SIP) meet the international building
codes, for use in residential construction. This report can be found:  BOXABL is engaged
with Twining Consulting, dba RADCO, for testing and listing of the next generation of SIP. BOXABL is the sole consumer of the Listed
SIP, though it can be sold to others as a listed building product, to be used in residential construction.

 Recent
adoption of "Tiny House" regulations opens additional markets for BOXABL's products. These regulations are still in
their infancy and vary drastically from one jurisdiction to another. Under "Tiny House" rules, a unit built to Modular, PMRV,
HUD, or NOAH standards may qualify for installation. BOXABL is actively engaged in developing these regulations and standards to increase
safety and quality of units produced, while bringing uniformity to the emerging industry.

 Price

 We
believe that our production and shipping advantages will allow us to sell our BOXABL Boxes at competitive prices. The retail price for
our initial product, the Casita, is $60 thousand, representing about $166/sq. ft. This price will not include shipping, land, permits, or
site development, which will be the responsibility of the customer. The BOXABL solution is an attractive option for cost-conscious
purchasers especially if compared to building costs in states like California that can be on the order of $400/sq. ft. Additionally,
we think our large waitlist indicates that our price is very desirable.

 As
we increase our bulk purchasing and introduce greater amounts of automation into the production process, we may be able to
reduce the consumer price in the future to capture a larger market.

 Core
Technology

 The
core technology covering the structure of the Boxes and transportation system used by the Company was developed by its founder, Paolo
Tiramani. Innovations created by Paolo Tiramani have previously led to the creation of new billion-dollar product categories in the tool
storage space.

has received and applied for patents for the structure and transportation of the BOXABL building system, covering all important aspects
of its commercial designs, as well as the foreseeable alternatives. The filings closely track and reflect the product designs as they
are updated. Further, the scope of protection sought extends beyond the design of the building structures themselves and includes innovative
delivery and assembly equipment and techniques.

 Structure
Patents (1)

 Transport

 Factory

 Country

 Title

 Status

 Application

 Patent

 Issue
 Date

 US

 Equipment and Methods for Erecting
 a Transportable Foldable Building Structure

 16/786315

 11220816

 11-Jan-2022

 WO

 Equipment and Methods for Erecting a Transportable
 Foldable Building Structure

 PCT/US2020/017528

 US

 ENCLOSURE COMPONENT FABRICATION FACILITY

 17/552108

 WO

 ENCLOSURE COMPONENT FABRICATION FACILITY

 PCT/US2021/063581

 CA

 ENCLOSURE COMPONENT FABRICATION FACILITY

 3204973

 EP

 ENCLOSURE COMPONENT FABRICATION FACILITY

 21920067.2

 WO

 UNI-TOOL FOR FOLDABLE TRANSPORTABLE STRUCTURE
 DEPLOYMENT

 PCT/US2023/022727

 US

 UNI-TOOL FOR FOLDABLE TRANSPORTABLE STRUCTURE
 DEPLOYMENT

 18/199141

 WO

 PLANAR COMPONENT ASSEMBLY LINE

 PCT/US2023/035777

 US

 PLANAR COMPONENT ASSEMBLY LINE

 18/383123

 Furniture

 Country

 Title

 Status

 Application

 Patent

 Issue
 Date

 WO

 COUCH

 PCT/US2023/026443

 US

 QUICK-ASSEMBLY STORAGE BED

 18/231310

 WO

 QUICK-ASSEMBLY STORAGE BED

 PCT/US2023/029689

 US

 COUCH

 18/343241

 Structural

 Country

 Title

 Status

 Application

 Patent

 Issue
 Date

 US

 MODULAR PREFABRICATED HOUSE

 10/653,523

 8,474,194

 02-Jul-2013

 US

 Container

 15/241,446

 10,196,173

 05-Feb-2019

 US

 Customizable Transportable Structures &
 Components Therefor

 16/143,598

 10,688,906

 23-Jun-2020

 WO

 Customizable Transportable Structures &
 Components Therefor

 PCT/US2018/053006

 US

 Container

 16/220,629

 10,961,016

 30-Mar-2021

 US

 Customizable Transportable Structures and
 Components Therefor

 16/804,473

 10,829,029

 10-Nov-2020

 EP

 CUSTOMIZABLE TRANSPORTABLE STRUCTURES &
 COMPONENTS THEREFOR

 18864413.2

 US

 16/786202

 11560707

 24-Jan-2023

 US

 Foldable Building Structures with Utility
 Channels and Laminate Enclosures

 16/786,130

 11,118,344

 14-Sep-2021

 CA

 3129693

 CA

 Enclosure Component Perimeter Structures

 3129822

 WO

 Foldable Building Structures with Utility
 Channels and Laminate Enclosures

 PCT/US2020/017524

 WO

 Enclosure Component Perimeter Structures

 PCT/US2020/017527

 US

 Customizable Transportable Structures &
 Components Therefor

 15/931,768

 10,926,689

 23-Feb-2021

 US

 17/245187

 11591789

 28-Feb-2023

 CN

 202080014606.4

 CN

 Allowed

 202080014607.9

 EP

 20755992.3

 EP

 20755993.1

 MX

 Foldable Building Structures with Utility
 Channels and Laminate Enclosures

 MX/a/2021/009720

 JP

 2021-547830

 JP

 2021-547829

 US

 17/592990

 11566414

 31-Jan-2023

 US

 FOLDABLE ENCLOSURE MEMBERS JOINED BY HINGED
 I-BEAM

 17/592984

 11578482

 14-Feb-2023

 US

 FOLDABLE ENCLOSURE MEMBERS JOINED BY HINGED
 PERIMETER SECTIONS

 17/592986

 11525256

 13-Dec-2022

 US

 17/592988

 11566413

 31-Jan-2023

 US

 STACKABLE FOLDABLE TRANSPORTABLE BUILDINGS

 17/675646

 11739547

 29-Aug-2023

 US

 LIFTABLE FOLDABLE TRANSPORTABLE BUILDINGS

 17/675653

 11718984

 08-Aug-2023

 US

 WALL COMPONENT APPURTENANCES

 17/587051

 US

 FOLDING ROOF COMPONENT

 17/569962

 US

 Enclosure Component Panel Sections

 17/539,706

 US

 FOLDING BEAM SYSTEMS

 17/527520

 US

 ENCLOSURE COMPONENT EDGE SEAL SYSTEMS

 17/513176

 US

 Enclosure Component Compression Seal Systems

 17/513,207

 US

 Enclosure Component Shear Seal Systems

 17/513,266

 US

 Sheet/Panel Design for Enclosure Component
 Manufacture

 17/504883

 WO

 ENCLOSURE COMPONENT PANEL SECTIONS

 PCT/US2021/061343

 WO

 FOLDING BEAM SYSTEMS

 PCT/US2021/059440

 WO

 SHEET/PANEL DESIGN FOR ENCLOSURE COMPONENT
 MANUFACTURE

 PCT/US2021/058912

 WO

 Enclosure Component Sealing Systems

 PCT/US2021/056415

 CA

 SHEET/PANEL DESIGN FOR ENCLOSURE COMPONENT
 MANUFACTURE

 3204970

 CA

 FOLDING BEAM SYSTEMS

 3204932

 CA

 IMPROVED FOLDING ROOF COMPONENT

 3204974

 CA

 ENCLOSURE COMPONENT PANEL SECTIONS

 3204937

 WO

 IMPROVED FOLDING ROOF COMPONENT

 PCT/US2022/011415

 WO

 PCT/US2022/016999

 CA

 3216637

 CN

 202211067336.0

 US

 PERIMETER STRUCTURES FOR JOINING ABUTTING
 ENCLOSURE COMPONENTS

 17/971230

 US

 18/071902

 11821196

 21-Nov-2023

 US

 18/071905

 CN

 202211434625.X

 EP

 ENCLOSURE COMPONENT SEALING SYSTEMS

 21920047.4

 CN

 202310349987.7

 CN

 202310349974.X

 EP

 IMPROVED FOLDING ROOF COMPONENT

 22739884.9

 EP

 ENCLOSURE COMPONENT PANEL SECTIONS

 21920060.7

 EP

 FOLDING BEAM SYSTEMS

 21920055.7

 EP

 SHEET/PANEL DESIGN FOR ENCLOSURE COMPONENT
 MANUFACTURE

 21920053.2

 US

 18/231319

 WO

 UNIVERSAL PANEL

 PCT/US2023/027363

 US

 UNIVERSAL PANEL

 18/220333

 SA

 Allowed

 521422646

 CA

 CUSTOMIZABLE TRANSPORTABLE STRUCTURES &
 COMPONENTS THEREFOR

 3078484

 3078484

 13-Jul-2021

 SA

 522441249

 US

 VACUUM INSULATED ENCLOSURE COMPONENTS

 63/440797

 AU

 WALL COMPONENT APPURTENANCES

 2022268186

 EP

 WALL COMPONENT APPURTENANCES

 22796310.5

 EP

 22796315.4

 AU

 2022264681

 JP

 2023-566904

 WO

 SUBASSEMBLY FOR ENCLOSURE COMPONENT MANUFACTURE

 PCT/US2023/030033

 US

 SUBASSEMBLY FOR ENCLOSURE COMPONENT MANUFACTURE

 18/232884

 CA

 ENCLOSURE COMPONENT SEALING SYSTEMS

 3204967

 SA

 522441248

 AU

 Foldable Building Structures with Utility
 Channels and Laminate Enclosures

 2020221056

 Transportation

 Country

 Title

 Status

 Application

 Patent

 Issue
 Date

 US

 VEHICLE SYSTEM

 14/601,348

 10,661,835

 26-May-2020

 WO

 CONTAINER WITH TAPERED EDGES

 PCT/US2016/047717

 US

 Wheeled Assembly for Item Transport

 16/143,628

 11,007,921

 18-May-2021

 WO

 Wheeled Assembly for Item Transport

 PCT/US2018/053015

 US

 Invertible Reversible Multi-Application Gearbox

 16/168,957

 11,193,574

 07-Dec-2021

 US

 Gearbox Mounting System

 16/168,978

 10,823,273

 03-Nov-2020

 US

 Customizable Engine Air Intake/Exhaust Systems

 16/168,984

 10,760,538

 01-Sep-2020

 US

 Dual-Angle Exhaust Manifold

 16/168,971

 10,858,989

 08-Dec-2020

 US

 Turbocharger Exhaust Manifold with Turbine
 Bypass Outlet

 16/168,999

 10,570,813

 25-Feb-2020

 WO

 Invertible Reversible Multi-Application Gearbox

 PCT/US2018/057216

 WO

 Dual-Angle Exhaust Manifold

 PCT/US2018/057218

 WO

 Gearbox Mounting System

 PCT/US2018/057222

 WO

 Customizable Engine Air Intake/Exhaust Systems

 PCT/US2018/057228

 WO

 Turbocharger Exhaust Manifold with Turbine
 Bypass Outlet

 PCT/US2018/057233

 CA

 INVERTIBLE REVERSIBLE MULTI-APPLICATION GEARBOX

 3080329

 CA

 Dual-Angle Exhaust Manifold

 3080332

 CA

 Customizable Engine Air Intake/Exhaust Systems

 3080408

 CA

 Turbocharger Exhaust Manifold with Turbine
 Bypass Outlet

 3080388

 US

 Intake Air Systems and Components

 16/446,355

 11,136,950

 05-Oct-2021

 WO

 Intake Air Systems and Components

 PCT/US2019/038026

 CA

 Intake Air Systems and Components

 3,107,912

 US

 Chassis Anchoring Systems

 16/579,554

 11293467

 05-Apr-2022

 US

 INLINE GEARBOX WITH FAST CHANGE GEARING

 16/670688

 11391360

 19-Jul-2022

 US

 Wheel Alignment Mechanism

 16/579,571

 10,940,731

 09-Mar-2021

 US

 Vehicle Suspension

 16/579,524

 11,034,204

 15-Jun-2021

 CA

 VEHICLE SUSPENSION

 3114355

 CA

 CHASSIS ANCHORING SYSTEMS

 3114358

 CA

 WHEEL ALIGNMENT MECHANISM

 3114342

 WO

 Vehicle Suspension

 PCT/US2019/052475

 WO

 Chassis Anchoring Systems

 PCT/US2019/052479

 WO

 Wheel Alignment Mechanism

 PCT/US2019/052485

 US

 Impact Attenuation Structure

 16/589,308

 11,167,706

 09-Nov-2021

 WO

 Impact Attenuation Structure

 PCT/US2019/053946

 CA

 IMPACT ATTENUATION STRUCTURE

 3115229

 WO

 Inline Gearbox with Fast Change Gearing

 PCT/US2019/059211

 EP

 WHEELED ASSEMBLY FOR ITEM TRANSPORT

 18863822.5

 3691921

 10-Jan-2024

 GB

 INVERTIBLE REVERSIBLE MULTI-APPLICATION GEARBOX

 2009417.3

 2583265

 24-Aug-2022

 US

 INLINE GEARBOX WITH FAST CHANGE GEARING

 17/847866

 11536360

 27-Dec-2022

 WO

 TRANSPORT SYSTEM

 PCT/US2023/014770

 US

 TRANSPORT SYSTEM

 18/118770

 CA

 WHEELED ASSEMBLY FOR ITEM TRANSPORT

 3078486

 3078486

 02-Nov-2021

 US

 Impact Attenuation Structure

 Conv Comple

 62/740,666

 Explanatory
Endnotes

 1.

 All
 listed patents and patent applications were previously owned by Build IP LLC (a Nevada LLC) and licensed to BOXABL INC. (a Nevada
 Corp.), except for U.S. provisional patent application nos. 63/324,940, 63/335,880, 63/344,116, 63/356,771, 63/388,366, 63/395,936
 and 63/399,389. The assignee of record of U.S. provisional patent application no. 63/344,116 is BOXABL INC. In June 2023, BOXABL
 acquired all patents and patent applications owned by Build IP when it merged with Build IP's parent company, 500 Group Inc.
 For details see Certain Relationships and Related Transactions and Director Independence.

 2.

 Expired
 U.S. provisional patent applications are not listed.

 3.

 The
 status of PCT applications having a priority date within 31 months of the date of this table are listed as "pending."
 PCT applications having a priority date more than 31 months from the date of this table are listed with no status provided (e.g.,
 "—").

 4.

 Jurisdictions
 (patent offices) are abbreviated as follows: Australia – AU, Canada – CA, China – CN, European Union – EU,
 Japan – JP, Mexico – MX, South Africa – SA, United States – US, and Patent Cooperation Treaty – PCT.

 Trademarks

has acquired the BOXABL trademark through its merger with 500 Group as described above. The BOXABL trademark is registered in the United
States, the European Union, and in multiple other countries around the world. BOXABL intends to aggressively enforce its rights in the
BOXABL trademark whenever third-party uses of similar names are encountered. Consequently, we believe that the BOXABL brand has developed
a secondary meaning and has come to represent valuable recognition in the market.

 Strategy

 BOXABL's
primary focus is in manufacturing a high quality, safe, sustainable and affordable housing solution. Consequently, after our flagship
factory in Las Vegas is scaled up, BOXABL intends to increase manufacturing capacity to maximize the benefits from modern manufacturing
processes through the multiplication of production lines at the same facility or in new facilities, and/or leveraging a factory franchise
and/or Joint Venture business model, especially designed for international markets. We will use this first production-style factory to
identify procedures, data, costs, raw materials, equipment, labor numbers and more to build a blueprint for future factories.

 Our
franchisees and/or Joint Venture partners will be supplied with raw materials, custom equipment, branding, proprietary components,
quality control, and other services. We have received what we believe to be a significant number of inquiries from potential factory
franchisees who have indicated that they have substantial amounts of capital to spend on factory startups. We have received over
12,000 requests from parties around the world who are interested in partnering with us. Of those 12,000 parties, roughly 1,500
submissions have indicated that they would like to partner with us as factory franchisees and/or Joint Ventures through our web form
at BOXABL.com/partner, which allows them to also check a box indicating that they have at least $5 million to spend on startups of
these factories. To date, we have not requested any payment from any of these parties as we feel it is premature. We do not yet have
controls or procedures for evaluating potential franchisees, and expect to develop these procedures after evaluating the operations of
our starter factory.

 While
the Company has received a considerable amount of positive media coverage, that coverage has been mostly over our Casita. Now that we
recently announced a new prototype with three-bedrooms, two-and-a-half bathrooms and an outdoor deck, we believe that the positive media
coverage trend will continue to increase as the new model will expand public awareness of BOXABL beyond tiny houses.

 Our
Manufacturing Facilities

 We
worked with industry-leading consultants to develop a plan for maximizing production efforts through automation, process efficiency,
and supply chain considerations. The Boxes and panels move through 20 main assembly stations in the factory, where different sections
are completed, similar to an automotive production process.

 We
entered into a lease for a facility on December 29, 2020, which we took possession of on May 1, 2021, on a sixty-five-month lease. The
facility features 173,720 square feet of usable floor space, and is our first production facility ("Factory 1") currently
producing our first-generation of Casita Box.

 On
June 13, 2022, we entered into a seventy-three-month lease for additional industrial space (formerly known as "Factory 2,"
since been renamed "Factory 3") that allowed production efficiencies. Factory 3 is currently supporting Factory 1 with warehousing
and in-house component fabrication (i.e., cutting EPS foam). The Factory 3 is 132,960 square feet.

 On
May 2, 2023 we amended the lease agreement for Factory 1 to expand the space leased by the Company for purposes of establishing our third
manufacturing facility ("Factory 2"). The agreement term is forty-eight months, and adds 114,613 square feet of additional
floor space.

 Factory
1 is now fully operational and produces our first-generation Casita Box. Factories 2 and 3 are necessary to transition to production
of Casita Box second-generation and volume ramp up. Factory 3 is operational, producing components to support Factory 1 Casita production
and warehousing. The first pieces of equipment have been installed in Factory 2. Due to the closer proximity of Factory 2 to Factory
1, all sub-component production will transition from Factory 3 to Factory 2. Factory 3 will become warehouse space supporting both Factory
1 and 2. For details see The Company's Properties

 We
expect that our factories will create approximately 300 new direct jobs when new equipment is in place and fully staffed. Beyond the
direct jobs that will be generated from ramping up production, we believe many more indirect jobs will be created on the building sites
by our customers, and the surrounding areas of our facilities to logistically support the backlog of demand for the Casita.

 Cumulatively
we had produced over 550 homes as of December 31, 2023. We are expecting to substantially increase our production capacity after fully
transitioning from Casita Generation 1 to Casita Generation 2, jointly with the installation of new automation equipment expected by the end of 2024.

 Additional
Factory

 We
have allocated funds from our capital-raising activities for research and development expenditure relating to the planning for expansion
into additional production facilities with similar capacity to our Las Vegas facility. This strategy will allow us to increase capacity
and reach more customers in other geographic areas more efficiently. BOXABL is currently considering seeking available sites in various
regions across the United States and internationally. The Company aims to expand into two additional, similarly sized facilities by the
end of 2025.

 Boxzilla
Factory

 We
have allocated funds from our capital-raising activities for research and development expenditures relating to the planning for expansion
into additional production facilities. In this regard, BOXABL is currently in the planning stages to launch a new factory that will be
significantly larger and more advanced than the current operations. The anticipated "Boxzilla" factory will require approximately
$1 billion in funding; we believe it could be the world's largest and most advanced mass production of housing ever attempted.

 Our
Customers

 Rather
than just making available "reservations", we began taking deposits for positions on our waitlist in 2020. We currently
have two options to complete a pre-order on our waitlist: 1) free and 2) $200 deposits. As of December 31, 2023, we had over 175,000
unique email addresses on our customer waitlist, with many of those potential customers indicating they want to purchase more than 1
Casita. Although most of the names on this waitlist have not paid a deposit, we have received payments from over 8,500
unique persons to purchase one or more Casitas.

 While
it is unlikely that we will receive these orders or revenue from most of these potential customers, even the ones who have placed deposits,
it reinforces the market demand for the Casita. Conversion of even a small percentage of these potential customers will allow for full
production of our planned production facility.

 Competition

 Our
competition can be broken into the following categories:

 Stick
 built: Traditional home building method accounts for the majority of the market. Raw materials are brought to site and built by
 hand into finished buildings. This market is made up of many small builders. We think this group represents our likely customer base,
 as we provide them with a better solution.

 Manufactured:
 Manufactured homes are standardized homes built in a factory and shipped to site. These homes are generally built to a lower baseline
 standard of construction and attempt to come in at the lowest cost possible. The defining factor with this product is that they are
 generally deemed personal property and not real property. Only a few large companies dominate this category.

 Modular:
 Modular homes are factory-built homes required to be built to the same or higher building code standards of stick-built homes. These
 homes are generally more customizable than a manufactured home.

 Panelized
 systems: Wall panels with different levels of finish are built in a factory and then assembled onsite, usually by those doing stick-built
 construction.

 Sales
Order History

 We
expect to generate sales volume from potential B2B, B2C, and B2G customers once we have obtained the required state
certifications and are able to build at our desired production levels.

 In
December 2020, the Company received two purchase orders from ADS, Inc., to deliver 156 Casitas to the federal government. These purchase
orders and related agreements are included as Exhibit 10.2 to this Annual Report.

received $9.2 million from ADS, the full amount due under the terms of
the contract, as final delivery was completed. This initial order allowed the Company to continue development of its manufacturing procedures
and obtain end user feedback which was used to utilize for further developments to the Casita product.

 On
September 6, 2022 BOXABL received two purchase orders for a total amount of $13.2 million from a Customer in Arizona for 227 Casita Boxes.
Of which, we delivered 51 units from this order during 2022. Also, during 2022 the Company delivered 8 Casita Boxes to fulfill 3 additional
orders (Hillier Enterprises, Gateway Science, and Spring Mountain Resort).

2023 we delivered 2 Casitas Boxes to Michael Fortune and FabMac Homes.
During 2023, we started the process to prepare the facilities for new equipment for Casita Generation 2, which resulted in a temporary
stoppage of Casita Generation 1 production.

 We
manufactured 260 Casitas during 2023. Our inventory of manufactured Casitas was originally intended to be delivered pursuant to a
sales agreement in Arizona. However, our deliveries under that agreement were put on hold while the Company and its partners
resolved issues that needed to be addressed pursuant to the Arizona Department of Housing, which reached a resolution in December
2023. See, below, Legal Proceedings – Arizona Department of Housing Settlement. In the meantime, the Company targeted
sales to customers in states where there was no state modular program as well as for projects that were under a different
classification such as park model RV's or government projects. The Company can sell park model RVs in forty-five states
without additional qualifications. Nevertheless, these new sales may face delays due to the time needed to prepare the site for
installation of the Casitas, arranging capital for payment of amounts due to the Company by the purchaser, and other preparatory
steps that need to be taken in order to fulfill the delivery and installation of the units. As of December 31 st, 2023,
the Company had 313 Casitas Boxes classified as Finished Goods Inventory (in addition to 15 Casitas Boxes classified as Fixed
Assets). The Fixed Asset units are used as demonstration units at tradeshows as well as at our manufacturing facilities.

 Also,
BOXABL is now scheduling delivery of Casitas to Customers on its waitlist. The Company has recently hired a sales manager, a code
inspector, two business development leads and implemented a sales process where we sort through our waitlist to prioritize and
execute customer orders.

 Employees

 As
of December 31, 2023, the Company had 65 direct hourly employees, 46 indirect salaried employees, 32 indirect hourly employees, and 0
direct salaried employees. This number experiences some fluctuation as we reduced Casita Generation 1 production on preparation of the
new equipment, and we expect to increase hiring as we continue to scale up production at our facilities. BOXABL provides employees a
share incentive plan to be awarded at the discretion of the Board of Directors (the "Board"). For details, see Compensation
of Directors and Officers – Equity Incentive Plan.

 In
preparation to scale operations, the Company has made several pivotal hirings. These senior management improvements were made with the
intention of accelerating the maturity of the Company. The most notable addition was the October 2023 hiring of Chief Financial Officer,
Martin Costas, who started his career in public accounting with PwC, where he contributed to more than 100 audits, consulting and advisory
engagements including capital markets engagements; and comes to BOXABL with vast CFO experience leading the finance function in companies
such as Honeywell, Schlumberger, and Nexans. During his career, Martin worked with companies in their early maturity stages and contributed
to their development, including complex IPO and M&A processes. See Item 10. Directors, Executive Officers and Corporate Governance.

 In
addition, the Company has strengthened its finance team with the hirings of a Corporate Controller as well as a Financial Planning and
Analysis/Risk Manager. Other significant hires include an in-house Legal Manager, an Investor Relations Manager, an IT Manager, as well
as experienced operational managers. The company is also in the hiring process of an experience Purchasing leader.

 Systems

 The
Company has invested significant resources into marketing-leading systems that improve operational efficiency in areas such as: Accounting,
spend management, inventory control, sales, investor relations, and human resources. The investment into these systems aims to generate
enterprise-wide transparency and support the Company's internal controls.

 Item
1A. Risk Factors.

 Rule
421(d) of the Securities Act of 1933 (§230.421(d) of this chapter). Smaller reporting companies are not required to provide the
information required by this item.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity.

 Risk
Management and Strategy.

 The
Company's cyber risk management strategy has consisted of a focus on minimizing our attack surface and leveraging industry standard
cyber threat prevention, detection, and remediation tools. The Company assesses cyber security risk as follows:

 (i)

 We have executed on this
 strategy with a cloud-first approach, awareness training, and deliberate use of well-established vendors for software and hardware
 solutions.

 (ii)

 During February 2024, the
 Company engaged HUB International as its national insurance broker and risk services consultant. HUB brings industry expertise
 specifically in regard to cybersecurity.

 (iii)

 During February 2024, the
 Company hired an IT Manager with expertise in cybersecurity and risk mitigation. This hiring coupled with HUB's consultancy positions
 us to assess and mitigate cybersecurity threats and protect the Company's shareholders.

 To
date, no cybersecurity threats have materially affected our business strategy, operations, or financial condition.

 Corporate
Governance

 Our
board of directors has oversight of our strategic and business risk management and has delegated cybersecurity risk management oversight
to the Audit Committee of our board of directors (Audit Committee). Our Audit Committee is responsible for ensuring that management has
processes in place designed to identify and evaluate cybersecurity risks to which the company is exposed and to implement processes and
programs to manage cybersecurity risks and mitigate cybersecurity incidents. Management is responsible for identifying, assessing, and
managing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures
are monitored, putting in place appropriate mitigation measures, maintaining cybersecurity policies and procedures, and providing regular
reports to our board of directors, including the Audit Committee. The Company has strengthened its IT team with the hiring of an additional
IT Manager.

 Item
2. Properties.

 Our
principal office and initial manufacturing facility are located at: 5345 East North Belt Road, North Las Vegas, Nevada, which also serves
as our mailing address. Leasing information is described below.

 Initial
Manufacturing Facility (Factory 1)

 On
December 29, 2020, we entered into a lease for industrial space which we made into our initial manufacturing facility. We took possession
on May 1, 2021 on a sixty-five-month lease. The address of the facility is 5345 E Centennial Pkwy, Building 1, North Las Vegas, NV 89115.

 Material
Lease Terms

 Premises:

 Building 1 located at 5345 East
 North Belt Road, North Las Vegas, NV 89115

 Square Feet:

 173,720 rentable square feet

 Commencement Date:

 May 1, 2021

 Term:

 65 months commencing on May 1, 2021 and
 ending August 31, 2026; the Company's first five months of rent were abated by the landlord. The Company began making monthly
 rent payments on October 1, 2021.

 Security Deposit:

 $525,000

 Lease
 Months

 Monthly
 Base Rent

 – 12

 $
 87,9965

 – 24

 $
 90,636

 – 36

 $
 93,355

 – 48

 $
 96,156

 – 60

 $
 99,041

 – 65

 $
 102,012

 Triple
 Net Lease:

 All
 costs, expenses, and obligations relating to the facility during the term of the lease, including operating expenses, repairs, insurance,
 and taxes, are the responsibility of BOXABL.

 Second
Manufacturing Facility (Factory 3, formerly known as Factory 2)

 On
June 13, 2022, we entered into a lease for additional industrial space which will support and enhance our operations at our initial manufacturing
facility. We took possession on February 1, 2023, which is when the property had been made ready under the terms of the lease. The address
of the facility is 5553 N. Belt Road, North Las Vegas, NV.

 Material
Lease Terms

 Address:

 5553 N. Belt Road, North Las Vegas,
 NV 89115

 Square Feet:

 132,960 rentable square feet

 Commencement Date:

 January 27, 2023

 Term:

 73 months commencing on after completion of
 the Landlord's Work.

 Security Deposit:

 $611,616

 Lease
 Months

 Monthly
 Base Rent

 – 12

 $
 103,709

 – 24

 $
 107,857

 – 36

 $
 112,171

 – 48

 $
 116,658

 – 60

 $
 121,325

 - 72

 $
 126,178

 73+

 $
 131,225

 Triple
 Net Lease:

 All
 costs, expenses, and obligations relating to the facility during the term of the lease, including operating expenses, repairs, insurance,
 and taxes, are the responsibility of BOXABL.

 Third
Manufacturing Facility (Factory 2 formerly known as Factory 3)

 On
May 2, 2023, we amended the lease agreement for the initial manufacturing facility to add space to be used as our third manufacturing
facility for a term of forty-eight months. We took occupancy of the facility on June 1, 2023. The address of the warehouse is 5445 East
North Belt Road, North Las Vegas, NV 89115.

 Material
Lease Terms

 Premises:

 Building 3 located at 5445 East North Belt Road, North Las Vegas, NV
 89115

 Square Feet:

 114,613 rentable square feet

 Commencement Date:

 June 1, 2023

 Term:

 48 months commencing on June 1, 2023 and ending
 May 31, 2027. The Company began making monthly rent payments on June 1, 2023.

 Security Deposit:

 $0

 Letter of Credit

 $3,714,190

 Lease
 Months

 Monthly
 Base Rent

 – 12

 $
 115,759

 – 24

 $
 120,390

 – 36

 $
 125,205

 – 48

 $
 130,213

 Triple
 Net Lease:

 All
 costs, expenses, and obligations relating to the facility during the term of the lease, including operating expenses, repairs, insurance,
 and taxes, are the responsibility of BOXABL.

 Item
3. Legal Proceedings.

 Arizona
Department of Housing Settlement

 On
January 23, 2023, the Office of Administration of the Arizona Dept. of Housing brought an administrative complaint against BOXABL, alleging
that BOXABL did not comply with certain requirements prior to shipping housing units into Arizona, and seeking penalties up to suspension
or revocation of its license, an administrative penalty, or probation.

 On
February 9, 2023, BOXABL filed its verified Answer, explaining inter alia that BOXABL had acted in good faith and in accordance with
its reasonable interpretation of the Department's instructions regarding the shipments into Arizona, and that shipments were
only made after requesting and obtaining the Department's written consent and authorization in November 2022. This
administrative complaint was resolved by settlement agreement on April 21, 2023. BOXABL paid an administrative penalty to Arizona
Dept. of Housing in the amount of $48 thousand on April 26, 2023, and has satisfied all of its obligations to the Arizona Department of
Housing under the settlement agreement.

 In
a separate settlement between the Parties, dated May 30, 2023, regarding the costs of the reconstruction of the Casitas, Freeport
has assumed responsibility to pay reconstruction costs, but the Company will be responsible for 10% of any costs in excess of $1
million. The Company will also incur 50% of shipping costs in the event the contract is canceled and the Casitas removed. The
Company accrued a $570 thousand warranty for such costs and any costs related to the 10-year limited warranty offering to
Pronghorn.

 Litigation
Against Former Employees

 On
or about June 13, 2023, the Company filed two lawsuits against former employees alleging claims including breach of contract, violations
of the Computer Fraud & Abuse Act, violations of the Defend Trade Secrets Act, conversion, unjust enrichment, breach of covenant
of good faith and fair dealing, and demand for temporary and permanent injunctive relief. These litigation matters remain pending. Management
does not anticipate these matters will have a material impact on the Company's results of operations or financial condition.

 On
or about March 2023, the Company discovered through one of its compliance programs that a former employee had issued fraudulent securities.
An internal investigation was commenced and the matter was reported to the Federal Bureau of Investigation. Shortly thereafter, the Company
filed a lawsuit against this former employee for breach of contract, violations of the Computer Fraud and Abuse Act, violations of the
Defend Trade Secrets Act, Conversion, Unjust Enrichment, Breach of the Covenant of Good Faith and Fair Dealing and for a temporary and
permanent injunction. The matter remains pending in the U.S. District Court for the District of Nevada.

 On
September 2, 2022, BOXABL received notice of a charge of employment discrimination had been filed with the Equal Employment Opportunity
Commission ("EEOC") against BOXABL under Title VII of the Civil Rights Act of 1964 (Title VII). The circumstances of the
alleged discrimination are alleged to have occurred on or about May 1, 2022. On October 3, 2022, BOXABL (through counsel) filed a position
statement refuting the allegations and providing supporting documentation of BOXABL's position. The matter is pending before the
EEOC.

 On
or about September 25, 2023, BOXABL received notice of a charge of unfair labor practices had been filed with the National Labor Relations
Board against BOXABL under Section 7 of the NLRA. The circumstances of the alleged charge are alleged to have occurred between March
2023 and September 2023. On or about October 12, 2023, BOXABL (through counsel) filed a position statement refuting the allegations and
providing supporting documentation of BOXABL's position. The matter is pending before the NLRB.

 Other
Litigation

 On
June 13, 2023, the Company filed a lawsuit against a person, not affiliated with the Company, alleging claims based on business disparagement
and defamation of the Company. Management does not anticipate the matter will have a material impact on the Company's results of
operations or financial condition.

 On
November 19, 2021, a former employee, who served as Chief Operating Officer during the seven-month period from March 2021 until September
27, 2021, at which time he was terminated, filed a complaint against the Company and its directors in the Eighth Judicial District Court
of Clark County, Nevada, claiming breach of contract and wrongful termination. While the legal action has proceeded to discovery, the
Company denies the merit of the allegations and will continue to defend against them.

 On
or about October 5, 2023, Leader Capital High Quality Income Fund, a series of Leader Funds Trust, a Delaware statutory trust, commenced
an action against BOXABL and other defendants in the District Court for Nevada asserting claims for breach of duty to register a transfer
of a security (NRS 104.8401), Conversion, Intentional Interference with Prospective Economic Advantage. Plaintiff claims that it requested
the removal of a restrictive legend to shares held by Plaintiff and that BOXABL refused and/or delayed approval of the removal and caused
Plaintiff to suffer damages. BOXABL denies the merit of the allegations and damages sought and will continue to defend against them.

 We
know of no other existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation.
There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder,
is an adverse party or has a material interest adverse to our interest.

 The
Company is party to various legal proceedings and claims from time to time. A liability is accrued when a loss is both probable
and can be reasonably estimated. Management believes that the probability of a material loss is remote. However, litigation is inherently
uncertain, and it is not possible to predict the ultimate disposition of these proceedings.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 There
is no established public trading market for the Company's Common Stock. As of December 31, 2023, 2,987,511,600 shares of the Company's
Common Stock could be sold pursuant to Rule 144 of the Securities Act.

 As
of March 29, 2024 there were 3 billion shares of Common Stock, which were
held by approximately 4,633 shareholders of record. In addition, there were 194,423K shares of our Non-Voting Series A Preferred Stock
outstanding, which shares were held by 763 shareholders of record, there were 850,605K shares of our Non-Voting Series A-1 Preferred Stock
outstanding, which shares were held by 4,071 shareholders of record, there were 173,956K shares of our Non-Voting Series A-2 Preferred
Stock outstanding, which shares were held by 33,745 shareholders of record, and there were 8,343K shares of our Non-Voting Series A-3
Preferred Stock outstanding, which shares were held by 105 shareholders of record.

 Dividends

 We
have never paid cash dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund the
development and growth of our business. We do not intend to pay cash dividends to holders of our Common Stock in the foreseeable future.

Compensation Plans

 The
information in the table below was prepared as of fiscal year end December 31, 2023.

 Plan category

 of
 securities
 to
 be issued
 upon

 exercise
 of
 outstanding
 options,

 warrants
 and
 rights

 Weighted-
 average
 exercise
 price
 of
 outstanding
 options,

 warrants
 and
 rights

 of
 securities
 remaining

 available
 for
 future
 issuance
 under
 equity
 compensation

 plans
 (excluding
 securities

 reflected
 in
 column
 (a))

 Equity compensation plans approved
 by security holders

 115,736,218

 $
 0.08635

 -

 Equity compensation plans not approved by security
 holders

 -

 $
 -

 -

 Total

 115,736,218

 $
 0.08635

 -

 Recent
Sales of Unregistered Securities and Use of Proceeds

 Since
December 31, 2019, the Company has engaged in the following offerings of securities (with the number of shared issued adjusted to reflect
the 10-for-1 forward stock split effected by the company on November 23, 2021). The proceeds raised in each of these offerings were used
to fund the development of the Company's manufacturing facilities, working capital and compensation of executive officers and employees.

 From
 July 14, 2020 through October 10, 2020, the Company sold 76,428,570 shares of Non-Voting Series A Preferred Stock* and the underlying
 Common Stock into which they convert under Regulation Crowdfunding for a total of $1,070,000. Commission File No. 020-26633.

 From
 July 14, 2020 through October 10, 2020, the Company sold to accredited investors 78,730K shares of Non-Voting Series A Preferred
 Stock and the underlying Common Stock into which they convert under Rule 506(c) of Regulation D for a total of $1,102K.

 From
 December 2, 2020 through May 22, 2021, the Company sold to no more than 35 purchasers in any 90-calendar day period who were either
 accredited investors (or the Company reasonably believed immediately prior to the sale that the investor had such knowledge and experience
 in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment) 33,350K
 shares of Non-Voting Series A Preferred Stock and the underlying Common Stock into which they convert under Rule 506(b) of Regulation
 D for a total of $567K. In connection with this offering, the Company provided investors with an offering memorandum that provided
 the information required by Part 2 of Form 1-A under Regulation A, and audited financial statements for the fiscal years ended December
 31, 2019 and 2018.

 From
 November 17, 2020, through April 1, 2022, the Company sold Convertible Promissory Notes to accredited investors, which converted
 into shares of Non-Voting Series A-1 Preferred Stock* on April 1, 2022, under Rule 506(c) of Regulation D for a total of $44,852K.
 For details regarding the conversion of the Convertible Promissory Notes, see Item 2. Financial Information – Sale and Subsequent
 Conversion of Convertible Promissory Notes.

 From
 May 3, 2021, through November 13, 2021, the Company sold 68,097K shares of Non-Voting Series A-1 Preferred Stock and the underlying
 shares of Common Stock into which they convert under Regulation Crowdfunding for a total of $4,835K. Commission File No. 020-28025.

 On
 March 31, 2022, the Company commenced a Regulation A offering in which
it sold Non-Voting Series A Preferred Stock, Non-Voting Series A-1 Preferred Stock, Non-Voting Series A-2 Preferred Stock* and the underlying
shares of Common Stock into which they convert. The Regulation A offering also included selling securityholders selling Common Stock.
The offering terminated on January 12, 2023, by which time the Company had sold 5,914K shares of Non-Voting Series A Preferred Stock for
a total of $83K; 742K shares of Non-Voting Series A-1 Preferred Stock for a total of $59K; 81,064K shares of Non-Voting Series A-2 Preferred
Stock for a total of $64,850K; and the selling securityholders sold 12,488K shares of Common Stock for a total of $9,991K. Commission
File No. 024-11419.

 From
 August 25, 2022 through February 20, 2023, the Company sold 5,914K shares
of Non-Voting Series A-2 Preferred Stock and the underlying shares of Common Stock into which they convert for a total of $4,731K in reliance
on Regulation Crowdfunding. Commission File No. 020-30797.

 November 23, 2021, the Company commenced an exempt offering of Non-Voting Series A-2 Preferred Stock and the underlying shares of
 Common Stock into which they convert, pursuant to Rule 506(c) of Regulation D. The Company closed the offering August 31, 2023, having
 sold 45,011K shares for gross proceeds of $33,837K.

 On
 June 15, 2023, the Company engaged in a statutory merger with an affiliated corporation, 500 Group, in which the Company exchanged
 37,500K shares of Non-Voting Series A-2 Preferred Stock in exchange for 500 Group's 100 outstanding shares of Common Stock
 in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. For details, see Item 13. Certain Relationships and
 Related Transactions and Director Independence. See also Exhibit 10.7 to this Annual Report.

 Between
 September 18 and October 9, 2023, the Company conducted an offering of its Series A-2 Preferred Stock in reliance on Regulation Crowdfunding.
 The Company sold 4,079K shares of Series A-2 Preferred Stock for gross proceeds of
approximately $3,263K. Commission File No. 020-32926.

 February 17, 2023, the Company commenced a Canadian exclusive offering, through FrontFundr, of its Non-Voting Series A-2 Preferred
 Stock and the underlying shares of Common Stock into which they convert. This offering is subject to applicable exemptions under
 Canadian securities laws and is strictly limited to investors from specific Canadian provinces, which is verified by FrontFundr.
 As of December 31, 2023, the Company has sold 388K shares for gross proceeds of $310K.

September 1, 2023, the Company commenced an exempt offering of Non-Voting Series A-3 Preferred Stock and the underlying shares of Common
Stock into which they convert, pursuant to Rule 506(c) of Regulation D. As of December 31, 2023, the Company sold 8,343K shares for gross
proceeds of $4,184K.

 *
All classes of Preferred Stock convert into Common Stock upon the Company undertaking a firm underwriting registered offering (an "IPO")
or an offering of the Company's Common Stock under Regulation A.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated
financial statements and the related notes included elsewhere herein and in our consolidated financial statements.

 In
addition to our consolidated financial statements, the following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See above Forward-Looking
Statements.

 Overview

 We
are in the process of scaling our factories and production of Casitas to meet the demand for our products, and our results to date reflect
these efforts. In addition to Factory 1, which we took possession of in May 2021, we expanded our production capacity by signing a lease
for Factory 2 in June 2022 and Factory 3 in May 2023. While our growth has mainly been funded by our capital raising activities as described
below in "Liquidity," we anticipate our increased manufacturing capacity will allow us to build more Boxes more efficiently,
and, in doing so generate more revenue in the future. Consequently, we recently hired 3 sales associates.

 In
2023, we manufactured 260 Casitas primarily planned to fulfill an order with one of our customers in Arizona but have not made any deliveries.
Various permits from state and local governments are required in order to sell and install the Casitas as modular houses. The permitting
process has caused delays in the delivery of the product and has affected the timing and amount of the Company's revenues. Currently,
the Company is in the process of obtaining various permits related to the Casitas. During the period that the Arizona order had been
postponed, the units that were previously reserved for that project were made available to be sold to other customers. We sent a survey
to those on our waitlist requesting information regarding who is able to receive delivery and whether that potential customer would install
their unit or units in a jurisdiction with significant permitting or other regulatory requirements.

 In
December 2023, BOXABL completed the requested third-party inspection for the State of Arizona and received a report recommending Factory
and Casita certification which was approved by the State. The Company expects to resume sales of Casitas in Arizona in 2024.

 Accordingly,
we are resuming sales to customers in Arizona, in states where there is no state modular program, and for projects that are under a different
classification such as park model RVs or government projects. Nevertheless, these new sales may face delays due to the time needed to
prepare the site for installation, arrange capital for payment of amounts due to the Company by the purchaser, and other preparatory
steps that need to be taken in order to arrange delivery and installation of the units.

has approved plans in several jurisdictions that do not have modular housing legislation (Oklahoma, Utah, Tribal Lands). The Company
is also approved to sell Casitas as a Park Model RV configuration. We believe the Company can sell Park Model RVs in forty-five states
without additional qualifications. The Company anticipates that the incoming demand from the aforementioned jurisdictions plus customers
under Park Model RV categories will support the Company's operations.

 The
Company retained multiple third-party inspection agencies to assist in achieving certification in multiples states with modular housing
legislation simultaneously. The Company does not expect that this regulatory process will cause further delays in our ability to generate
revenue with respect to our current or future production.

 As
of March 29, 2024, the company sold five units in 2024 to states that do not have modular housing legislation or under Park Model RV.

 The
Company maintains short-term liquidity of $46,259K as of December 31, 2023,
including $18,574K of cash and cash equivalents and $27,685K as short-term investments in U.S. Treasury Notes. Currently the Company's
average negative operating cashflow needed to maintain operations beyond the short-term is approximately $3,000,000 per month. Accordingly,
the Company's liquidity is sufficient to fund approximately 15-months of operations in case of no revenues.

 The
Company does not have financial debt and has recorded $9,822K in deposits
in advance as of December 31, 2023 related to production equipment to secure our operational ramp-up expected for 2024. The Company maintains
a commitment to pay an additional $2,424K for this equipment upon delivery.

 The
Company expects to generate funds from the sale of its current inventory in H1 2024, sale of future inventory resulting from manufacturing,
sales of equity securities pursuant to an offering under Regulation A in
which a preliminary offering statement has been filed, and, if needed, could also look for financing opportunities related to our equipment.

 Results
of Operations

 Fiscal
Year Ended December 31, 2023 Compared with the Year Ended December 31, 2022

 Revenues

 Our
FYE 2023 gross revenues were $343K compared to FYE 2022 gross revenues of $10,868K. Revenue in 2023 was generated by sales of our
Casitas, supporting labor and materials, including the sale of two Casitas to two customers. We are continuing to work to scale to meet
demand through the development of our factories and manufacturing processes. Revenue in FYE 2022 resulted from recognition of revenue
received under the Company's contract for delivery of Casitas to ADS, Inc.

 Cost
of Goods Sold

 Gross
revenues for FYE 2023 and 2022 were offset by cost of goods sold of $10,556K and $23,668K, respectively. Cost of goods sold consists
primarily of the cost of products used in the production of the Company's finished products, shipping, the related labor, stock
compensation expense and overhead charges associated with that production. The Manufacturing Overhead represents the wages of salaried
personnel directly involved in the manufacturing and production process, increasing year over year aligned with our strategy to increase
production. The cost of goods sold for the years ended December 31, 2023 and 2022, consist of the following:

 31,

 2023

 2022

 Direct
 Material/Shipping

 $

 $
 10,962

 Direct labor

 6,125

 Manufacturing
 Overhead

 9,535

 5,760

 Stock Compensation

 Cost of Goods
 Sold

 $
 10,556

 $
 23,668

2022 the Company started developing and implementing strategic cost-saving initiatives to reduce the cost of goods sold, which continued
into 2023. In particular with the Vertical Integration of EPS foam, improving terms with suppliers with suppliers, implementing a MES
(Manufacturing execution system) to gather data and drive improvements, implementing standard jobs, improving manufacturing efficiencies
and reducing quality issues, and implementing a layered shop floor management system, management GEMBA walks, and fostering employee
engagement.

the second half of 2023 the Company started upgrading the manufacturing concept and installing more automated equipment. We expect this
will allow the Company to ramp up production and reduce the cost per unit further.

the years ended December 31, 2023, and 2022, manufacturing overhead was $9,535K and $5,760 K. This consisted primarily of the allocation
of indirect labor, rent and lease expense, and depreciation expense. Other allocations to manufacturing overhead included indirect supplies,
scrapped material, and maintenance costs.

 In 2022, our costs of goods sold included as part of Manufacturing Overhead a 1% royalty paid to Build IP, a company controlled
by our founder and CEO, Paolo Tiramani, under the terms of our exclusive license agreement to utilize the patented technology necessary
to produce and deliver our Boxes. In June 2023, the Company acquired Build IP and its parent, 500 Group, both of which were owned by
the Company's CEO, for consideration of $30 million paid in Non-Voting Series A-2 Preferred Stock. As a result of this transaction,
all royalty payments were ceased immediately. For details, see Certain Relationships and Related Transactions and Director Independence.

 Operating
Expenses

 In
FYE 2023, we also saw a significant increase in operating expenses from
$20,291K in 2022 compared to $31,548K in FYE 2023. In FYE 2023 and 2022, respectively, our operating expenses were $14,855K, and $10,391K
for general and administrative expenses, $8,401K and $6,523K for sales and marketing, and $8,292K and $3,377K for research and development.
The most significant of these increases in operating expenses was research and development, which increased by $4,915K. This increase
reflects a push to increase capacity, sales, and further test raw material used in production and researching industry standards and regulations.

 Advertising
and marketing play a large role in BOXABL's capital-raising strategy. We have undertaken advertising campaigns specific to the
product, as well as advertising directly to investors. The investor-focused advertising has allowed for investors to learn more about
the Company. As a result of these efforts, in 2022, BOXABL raised over $100M from over 30,000 investors and has achieved some of the
most successful crowdfunding campaigns under Regulation Crowdfunding and Regulation A. Despite only raising funds under Regulation D
and Crowdfunding, in 2023, the Company was still able to raise substantial capital. In addition to our investor marketing, advertising
the Company has resulted in indications of interest to purchase a BOXABL unit from around 175,000 people. Our marketing has also resulted in more than 1.25M social media followers,
which has generated interest in the company from prospective employees, potential partners and suppliers. We recorded over 350,000 visits
from unique users to invest.boxabl.com in 2023.

 Research
and Development is essential to test and develop the BOXABL product further. The main cost drivers in 2023 were:

 1.
Testing SIP panels for the development of the next generation product both in-house and with 3rd parties to evaluate structural capacities,
fire resistance, weather barrier, etc. along a wide range of materials and combinations thereof;

 2.
Performing destructive testing of units, panels, materials and other components of Casitas in order to improve and enhance the safety
of manufactured units;

 3.
Continuing to upgrade, develop and revise engineering, in order to obtain independent third-party certification for our factory and product
to facilitate certification by local and state agencies for our ultimate goal of sales to the consumers;

 4.
Developing a chassis/trailer system to better solve the transportation issue that plagues the modular home industry;

 5.
Develop engineering plans and structural testing for the next generation of our products such as the two-story, single-family home which
first was exhibited in February 2023 at the International Builder's Show (IBS), receiving positive reviews from prestigious publications
such as New York Times among others;

 6.
Prototyping different plumbing and electrical designs in an attempt to improve functionality and reduce cost and labor requirements for
installation;

 7.
Cooperating in the development and testing of transportation mechanisms in order to be able to sell and deliver the units in all USA;
and

 8.
Continuing to develop and redesign sub-products such as cabinets, showers, roofing and others to enhance the usage of space.

Expense

 The
Company's Equity Incentive Plan provides for the issuance of Stock Options and Restricted Stock Units ("RSUs") among
other types of equity incentives, including ISOs and NQSOs. The RSUs granted by the Board vest depending upon future events and are expensed
periodically, over the vesting term. As of December 31, 2023 and 2022, the Company had 60,500,072 and 17,857,140 RSUs outstanding. As
of December 31, 2023, 285,715 RSU shares were fully vested. As of December 31, 2023 and 2022, the Company had 55,236,146 and 61,288,154
ISO/NQSO shares outstanding. For details regarding Stock Options and Restricted Stock Units granted under the Plan, see Compensation
of Directors and Officers – Equity Incentive Plan.

 Extinguishment
of Debt

 In FYE 2022, the Company recorded $578,971K as an extinguishment of debt due to
the conversion of our Convertible Promissory Notes into Series A-1 Preferred Stock of the Company.

 Critical
Accounting Policies and Estimates

consists of raw materials, in-bound freight and duties, work in progress, and finished goods. Inventories available for sale are valued
at the lower of cost or net realized value. Cost is determined using the weighted average method. This valuation requires us to make
judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers,
bulk sales, and the expected recoverable values for each disposition category. On a periodic basis, the Company performs a physical count
of its inventory and records an Inventory Valuation Allowance for inventory that has become obsolete or inventory that has a cost basis
in excess of the expected net realizable value. Damaged and obsolete inventory are valued based on management's best estimate and
any difference charged to expense.

 Intangible Assets

 The
Company evaluates its intangible assets for impairment annually, or more frequently whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable. The Company utilizes a qualitative assessment to evaluate whether it is
more likely than not that the fair value of an intangible asset is less than its carrying value, and if so, the Company will perform
a quantitative test. An impairment loss is recognized if the carrying value exceeds the fair value.

 Stock-Based Compensation

 The
Company applies ASC 718 for its Stock-Based Compensation. Compensation for all stock-based awards, including stock options and restricted
stock, are measured at fair value on the date of grant and recognized over the associated vesting periods. The fair value of stock options
is estimated on the date of grant using a Black-Scholes model. The fair value of restricted stock awards is estimated on the date of
the grant based on the fair value of the Company's underlying common stock. For stock options and restricted stock awards subject
to a three-year vesting period, the Company recognizes compensation expense over the associated service periods.

 Determining
the grant date fair value of options using the Black-Scholes option-pricing model requires management to make assumptions and judgments.
These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have
been materially different from the amounts recorded.

 Liquidity
and Capital Resources

 Sources
of Liquidity

 To
date, our operations have been financed by our exempt offerings of securities made in reliance on Regulation A, Regulation CF and both
Rule 506(c) and Rule 506(b) of Regulation D. For details regarding our securities offerings, see below Sales of Securities.

 Cash
and Cash Equivalents

 As
of December 31, 2023, the Company held $18,574K in cash and cash equivalents
and $27,685K in investments in short-term treasury notes, compared to $9,025K in cash and cash equivalents, and $74,385K held in short-term
treasury notes as of December 31, 2022.

 Our
physical assets increased significantly with inventory of $18,694K as of
December 31, 2023, which is primarily finished goods including 313 Casita Boxes units, compared to $8,243K as of December 31, 2022, which
was primarily raw materials. As we continue producing Casita Boxes, the amount of inventory consisting of finished goods has increased
compared to the amount of raw materials as inventory.

 Property,
Plant and Equipment

 Property,
Plant and Equipment increased to $10,766K as of December 31, 2023 primarily
related with our manufacturing equipment, from $7,738K at December 31, 2022 resulting from additional capital improvements to our manufacturing
facility.

 In
addition to installed capital equipment, as of December 31, 2023, we recorded
$9,822K in deposits related to production equipment, compared to $3,902K as of December 31, 2022.

 Sales
of Securities

 Sales
of Capital Stock

November 23, 2021, the Company commenced an exempt offering of Non-Voting Series A-2 Preferred Stock and the underlying shares of Common
Stock into which they convert, pursuant to Rule 506(c) of Regulation D. The Company closed the offering August 31, 2023, having sold 45,011K shares for gross proceeds of $33,837K.

 On
March 31, 2022, the Company's offering under Regulation A was qualified
to sell Non-Voting Series A-2 Preferred Stock and the underlying shares of Common Stock into which they convert. The Regulation A offering
closed on January 12, 2023, with the Company selling 5,913,600 shares of Series A Preferred Stock for gross proceeds of $83K, 742K shares
of Series A-1 Preferred Stock for gross proceeds of $59K, and 81,064K shares of Series A-2 Preferred Stock for gross proceeds of $64,850K.
The Selling Shareholders (Paolo Tiramani and Galiano Tiramani) sold 12,488K shares of Common Stock, directly to investors, for gross proceeds
of $9,991K.

 From
August 25, 2022 through February 20, 2023, the Company conducted an offering of its Non-Voting Series A-2 Preferred Stock and the underlying
shares of Common Stock into which they convert, in reliance on Regulation Crowdfunding. The Company sold 5,914K shares for gross proceeds of $4,731K.

February 17, 2023, the Company commenced a Canadian exclusive offering, through FrontFundr, of its Non-Voting Series A-2 Preferred Stock
and the underlying shares of Common Stock into which they convert. This offering is subject to applicable exemptions under Canadian securities
laws and is strictly limited to investors from specific Canadian provinces, which is verified by FrontFundr. As of December 31, 2023,
the Company has sold 388K shares for gross proceeds of $310K.

 On
June 15, 2023, the Company engaged in a statutory merger with an affiliated corporation, 500 Group, in which the Company exchanged 37,500K
shares of Non-Voting Series A-2 Preferred Stock in exchange for 500 Group's 100 outstanding shares of Common Stock in reliance
on Section 4(a)(2) of the Securities Act of 1933, as amended. For details, see Certain Relationships and Related Transactions and
Director Independence.

September 1, 2023, the Company commenced an exempt offering of Non-Voting Series A-3 Preferred Stock and the underlying shares of Common
Stock into which they convert, pursuant to Rule 506(c) of Regulation D. As of December 31, 2023, the Company sold 8,343K shares for
gross proceeds of $4,184K.

 From
September 18 through October 9, 2023, the Company conducted an offering of its Series A-2 Preferred Stock and the underlying shares of
Common Stock into which they convert, in reliance on Regulation Crowdfunding. The Company sold 4,079K shares for gross proceeds of
$3,263K.

 In
February 23 rd, 2024 the Company filed a Preliminary Form 1-A expecting to conduct an offering of its Non-Voting Series A-3
Preferred Stock under Regulation A.

 Convertible
Promissory Notes

 Between
November 17, 2020, and April 1, 2022, the Company sold $44,852K in Convertible
Promissory Notes in an exempt offering made in reliance on Rule 506(c) of Regulation D. On April 1, 2022, all of the Convertible Promissory
Notes converted into 781,541K shares of Non-Voting Series A-1 Preferred Stock representing the principal amount due plus $2,058K of accrued
interest. As discussed above, our income statement includes a net loss of $612,395K for FYE 2022, of which $578,971K represents the extinguishment
of debt through the conversion of our Convertible Promissory Notes. See above – Extinguishment of Debt and Interest Expense
and Note 6 to the Consolidated Financial Statements for the fiscal years ending December 31, 2022 and 2021.

 Material
Commitments and Obligations

 Expense
Commitments

 As
of December 31, 2023, we reported current lease liabilities of $3,182K compared
to $1,000 as of December 31, 2022. Our long-term lease liability increased to $10,661K as of December 31, 2023, from $3,091K as of December
31, 2022.

 Customer
Deposits

 Our
main non-lease liability is the Company's obligation to customers who have placed deposits on the purchase of a Casita. As of December
31, 2023, the Company held Customer deposits in the amount of $3,987K, which represented a decrease from $4,257K as of December 31, 2022.
See – Trend Information.

 Deferred
Revenue

 As
of December 31, 2023, our balance sheet carried $2,684K deferred revenue related to purchase orders from Oklahoma (see Trend Information)
 and the Purchase Agreement with Pronghorn Services LLC (included as Exhibit 10.8). The Company notes that while the agreement
was never executed, the parties have been acting under the terms of the agreement, with the Company receiving the full payment of the
purchase orders ahead of shipping units). Pursuant to our method for recognizing revenue (see Critical Accounting Policies below),
deferred revenue reflects the amount that had not yet been delivered as of the date of the consolidated financial statements.

 Cash
Flows

 Historical
Cash Flows

 Year
 Ended December 31

 2023

 2022

 Net Cash Used in Operating Activities

 $

 (38,288

)

 $

 (33,276

)

 Net Cash Used in Investing Activities

 $

 36,092

 $

 (83,009

)

 Net Cash Provided by Financing Activities

 $

 15,503

 $

 103,895

 At
December 31, 2023, our principal source of liquidity was cash and cash equivalents and short- and long-term investments, which we
achieved through our offerings of securities as discussed above. Based on the Company's current burn rate, we anticipate that
the current liquidity together with cash generated from sales of Casitas as well as sales of additional securities will be
sufficient to meet our immediate cash needs for approximately 15 months.

 Operating
Activities

 Cash
used in operating activities included net loss adjusted for several non-cash items such as depreciation & amortization, stock-based
compensation, extinguishment of debt and other non-cash expenses, in addition to the change in working capital.

 Investing
Activities

 Primary
investing activities included purchase of Property, equipment, leasehold improvement, Payment of security deposit for our factory and
other facility, and acquisition and sales of short-term and long-term investments.

 Financial
Activities

 Primary
sources of our financial activities included net proceeds from issuance and sales of securities.

 Trend
Information

 In
total, we have received interest from more than 175,000 potential customers wishing to reserve their place in line for a Casita Box.
Each of these potential customers has agreed to our Room Module Order Agreement. Of that number, we currently have deposits from over
8,500 potential customers ranging from $100, $200, $1,200 or $5,000 for over 15,000 Casitas. We are currently only accepting deposits
of $200. While there is no assurance that any of these reservations will result in binding orders or revenue, we believe that the volume
of reservations demonstrates significant interest in our product, which necessitates our efforts to focus on scaling up production capacity.

 We
also recently announced a new prototype, frequently referenced as the "GOLDIBOX" with three-bedrooms, two-and-a-half bathrooms
and an outdoor deck, which is expanding public understanding of BOXABL beyond tiny houses and is already getting a lot of attention from
Developers. We are now able to produce multi-bedroom units with our 19x19 ft. Boxes.

 Inflation

 We
have not yet been materially impacted by those pressures because of the key differentiators in our building components compared to traditional,
stick-built homes, as well as our manufacturing process in the factory setting compared to construction in the field. If the Company
encounters significant increases in the cost of manufacture due to inflation, we believe we would be able to pass on those costs to end
consumers as they would likely encounter greater inflationary impacts in traditionally built homes. Recent inflationary pressures have
not materially impacted the Company's operations.

 Planned
Timeline

 With
the success of our initial fundraising through our offerings under Regulation A, Regulation D, and Regulation CF, we have continued to
advance our planned timeline beyond initial testing of Casitas, delivery of orders, and developing Factory 2. As of March 29, 2024, we
see our next 12-month timeline as follows:

 Month
 1-3:

 Begin delivery
 of orders to states do not have modular housing legislation, Park Model RV configuration, and to Arizona.

 Ramp-up Generation 1.0
 Casitas production.

 Obtain plant and Generation
 1.0 Casita certification in Nevada, New Mexico, California, and Texas

 Month
 3-6:

 Upgrade manufacturing equipment
 including: CNC equipment, Lamination Line, Paint Line, and Casita Assembly Conveyor System and complete setup of Factory 2 and 3
 and continue with the integration into our production process.

 Month
 7+:

 Begin
 production of our next generation Casita

 Begin ramp up of production
 to achieve our desired production at scale for our facilities in Nevada.

 Complete ramp up of production
 to achieve our desired production at scale for our facilities in Nevada.

 Obtain Generation 2.0 Casita
 certification in several states including Arizona, California and Nevada.

 The
Company believes the above referenced activities are achievable with its current cash and cash equivalents as referenced in Management's
Discussion and Analysis of Financial Condition and Results of Operations — Overview.

 On
the regulatory side of our business, we have received Generation 1.0 state modular approvals required for our Casitas in Arizona, which
was finalized in December 2023. We still anticipate achieving Generation 1.0 state modular approvals for our Casitas in California and
Nevada, followed by Generation 2.0 state modular approvals for our Casitas and our multifamily set-ups in California, Arizona, and Nevada
later in 2024.

 There
is no assurance that we will be able to meet this timeline. It is provided to identify our intentions for moving forward during the next
12 months of operation.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 As
a smaller reporting company as defined by §229.10(f)(1), BOXABL is not required to provide the information under this Item.

 Item
8. Financial Statements and Supplementary Data.

of the Financial Statements

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 3501)

 Balance Sheets

 Statement of Operations

 Consolidated Statements of Stockholders' Equity

 Statements of Cash Flows

 F -6

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

Stockholders of Boxabl Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Boxabl Inc. and subsidiaries (the "Company") as of December
31, 2023 and 2022, the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years
then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the
results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted
in the United States of America.

 Basis
for Opinion

 The
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB"), and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 /s/
 dbbmckennon

 PCAOB
#3501

 We
have served as the Company's auditor since 2020.

 San
Diego, California

 April
1, 2024

 F- 2

Inc.

Balance Sheets

 as
of December 31, 2023 and 2022

 As
 of

 ASSETS

 Current assets:

 Cash and cash
 equivalents

 $
 18,574

 $
 9,025

 Short-term investments

 27,685

 74,385

 Accounts receivable

 -

 18,694

 8,243

 Other
 current assets

 Total current assets

 65,655

 92,155

 Property, equipment and other assets:

 Long-term investments

 2,777

 1,461

 Restricted cash

 3,758

 -

 Property and equipment,
 net

 10,766

 7,738

 Intangible assets, net

 -

 Right of use assets

 13,238

 3,686

 Deposits on equipment

 9,822

 3,902

 Deposits

 1,140

 1,140

 Total
 property, equipment, and other assets

 41,870

 17,927

 Total
 assets

 $
 107,525

 $
 110,082

 LIABILITIES AND STOCKHOLDERS'
 EQUITY

 Current liabilities:

 Accounts payable

 $
 2,349

 $
 1,282

 Customer deposits

 3,987

 4,257

 Deferred revenue

 2,684

 1,505

 Lease liability- current

 3,182

 1,000

 Subscription liability

 -

 Accrued
 expenses and other current liabilities

 1,864

 1,127

 Total current liabilities

 14,517

 9,171

 Long-term liabilities:

 Lease
 liability - long-term

 10,661

 3,091

 Total liabilities

 25,178

 12,262

 Commitments and contingencies -- See note 11

 -

 -

 Stockholders' equity:

 Series A Preferred Stock $ 0.00001 par, 0.25
 billion shares authorized, 194,422,511 shares issued and outstanding as of December 31, 2023 and December 2022, respectively

 2,671

 2,671

 Series A-1 Preferred Stock $ 0.00001 par,
 1.10 billion shares authorized, 850,380,223 shares issued and outstanding as of December 31, 2023 and December 2022, respectively

 Series A-2 Preferred Stock $ 0.00001 par,
 2.05 billion shares authorized, 173,955,898 and 120,868,572 shares issued and outstanding as of December 31, 2023 and December 2022,
 respectively

 100,773

 89,469

 Series A-3 Preferred Stock $ 0.00001 par,
 8.75 billion shares authorized, 8,343,400 and 0 shares issued and outstanding as of December 31, 2023 and December 2022, respectively

 4,020

 -

 Preferred Stock, value

 4,020

 -

 Common Stock $ 0.00001 par, 6.6 billion shares
 authorized, 3.00 and 3.00 billion shares issued and outstanding as of December 31, 2023 and December 2022, respectively

 Additional paid-in capital

 11,818

 3,089

 Accumulated
 deficit

 ( 667,486
)

 ( 627,960
)

 Total
 stockholders' equity

 82,347

 97,820

 Total
 liabilities and stockholders' equity

 $
 107,525

 $
 110,082

 See
accompanying notes to the consolidated financial statements.

 F- 3

Inc.

Statements of Operations

 For
the Years Ended December 31, 2023 and 2022

 For The Years
 Ended

 (In Thousands, except per share amounts)

 Revenues

 $

 $
 10,868

 Cost
 of goods sold

 10,556

 23,668

 Gross loss

 10,212

 12,800

 Operating expenses:

 General and administrative

 14,855

 10,391

 Sales and marketing

 8,401

 6,523

 Research
 and development

 8,292

 3,377

 Total operating expenses

 31,548

 20,291

 -

 -

 Loss
 from operations

 $
 41,760

 $
 33,091

 Other expense/(income):

 Interest income

 ( 3,119
)

 ( 530
)

 Other income

 ( 107
)

 ( 48
)

 Loss on disposal of assets

 -

 Extinguishment of debt

 -

 578,971

 Forgiveness of Debt

 -

 Total expense/income:

 $
 ( 2,234
)

 $
 579,304

 $
 -

 $
 -

 Provision
 for income taxes

 -

 -

 Net
 loss Attributed to Common Stockholders

 $
 39,526

 $
 612,395

 Weighted average common
 shares outstanding -

 basic
 and diluted

 Net
 loss per common share - basic and diluted

 $
 ( 0.00
)

 $
 ( 0.00
)

 See
accompanying notes to the consolidated financial statements.

 F- 4

Inc.

Statements of Changes to Stockholders' Equity (Deficit)

 For
the Years Ended December 31, 2023 and 2022

 Series
 A-3 Preferred Stock

 Series
 A-2 Preferred Stock

 Series
 A-1 Preferred Stock

 Series
 A Preferred Stock

 Common
 Stock

 Paid-in

 Accumulated

 Stockholders'

 Capital

 Deficit

 Balance as of January 1, 2022

 -

 $
 -

 -

 $
 -

 68,097

 $
 4,499

 188,509

 $
 2,589

 $

 $
 1,379

 $
 ( 15,565
)

 $
 ( 6,798
)

 Issuance of Series A Preferred
 Stock

 -

 -

 -

 -

 -

 -

 5,914

 -

 -

 -

 -

 Issuance of Series A-1

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Conversion of convertible
 notes

 -

 -

 -

 -

 781,541

 625,233

 -

 -

 -

 -

 -

 -

 625,233

 Issuance of Series A-2

 -

 -

 94,968

 -

 -

 -

 -

 -

 -

 -

 -

 94,968

 Offering Costs

 -

 -

 -

 ( 5,499
)

 -

 ( 74
)

 -

 ( 1
)

 -

 -

 -

 -

 ( 5,574
)

 Stock based compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 1,710

 -

 1,710

 Net
 Loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 612,395
)

 ( 612,395
)

 Balance as of December

 -

 $
 -

 $
 89,469

 $

 $
 2,671

 $

 $
 3,089

 $
 ( 627,960
)

 $
 97,820

 Balance as of
 January 1, 2023

 -

 $
 -

 $
 89,469

 $

 $
 2,671

 $

 $
 3,089

 $
 ( 627,960
)

 $
 97,820

 Balance

 -

 $
 -

 $
 89,469

 $

 $
 2,671

 $

 $
 3,089

 $
 ( 627,960
)

 $
 97,820

 Issuance of Series A-2

 -

 -

 15,587

 12,024

 -

 -

 -

 -

 -

 -

 -

 -

 12,024

 Issuance of Series A-3

 8,343

 4,184

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 4,184

 Common Control Transaction

 -

 -

 37,500

 30,000

 -

 -

 -

 -

 -

 -

 -

 -

 30,000

 Deemed Dividend

 -

 -

 -

 ( 29,725
)

 -

 -

 -

 -

 -

 -

 -

 -

 ( 29,725
)

 Offering Costs

 -

 ( 163
)

 -

 ( 995
)

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1,158
)

 Stock based compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 8,729

 -

 8,729

 Net
 Loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 39,526
)

 ( 39,526
)

 Balance as of December

 8,343

 $
 4,020

 173,956

 $
 100,773

 $

 $
 2,671

 $

 $
 11,818

 $
 ( 667,486
)

 $
 82,347

 Balance

 8,343

 $
 4,020

 173,956

 $
 100,773

 $

 $
 2,671

 $

 $
 11,818

 $
 ( 667,486
)

 $
 82,347

 See
accompanying notes to the consolidated financial statements.

 F- 5

Inc.

Statements of Cash Flows

 For
the Years Ended December 31, 2023 and 2022

 For
 The Years Ended

 Cash
 Flows From Operating Activities:

 Net loss

 $
 ( 39,526
)

 $
 ( 612,395
)

 Adjustments to reconcile
 net loss to net cash
used in operating activities:

 Forgiveness of PPP loan

 -

 ( 49
)

 Depreciation and amortization

 2,375

 1,200

 Stock based compensation
 expense

 8,729

 1,710

 Extinguishment of debt

 -

 578,971

 Net gains on investments

 ( 3,119
)

 ( 448
)

 Loss on disposal of Assets

 -

 Changes
 in Operating Assets and Liabilities:

 Accounts receivable

 ( 26
)

 Inventories

 ( 10,451
)

 Other current assets

 ( 173
)

 ( 3,327
)

 Accounts payable

 1,067

 ( 110
)

 Deferred revenue

 1,179

 ( 3,962
)

 Customer deposits

 ( 270
)

 2,429

 Accrued Expenses and other
 current liabilities

 Right of use assets/Liabilities

 ( 29
)

 Accrued interest on convertible
 notes

 -

 -

 -

 Net cash used in operating
 activities

 ( 38,288
)

 ( 33,276
)

 Cash
 Flows From Investing Activities:

 Purchase of property and
 equipment and deposits

 ( 12,366
)

 ( 6,996
)

 Deposits

 -

 ( 615
)

 Purchase of intangible
 assets

 ( 45
)

 -

 Purchase of investments

 ( 44,969
)

 ( 94,584
)

 Sale of investments

 93,472

 19,186

 Net
 cash provided by (used in) investing activities

 36,092

 ( 83,009
)

 Cash
 Flows From Financing Activities:

 Proceeds from convertible
 promissory notes payable

 -

 14,405

 Offering costs

 -

 ( 5,561
)

 Proceeds from sale of preferred
 stock

 15,052

 95,050

 Subscription
 liability

 -

 Net
 cash provided by financing activities

 15,503

 103,894

 Change in cash, cash equivalents, and restricted
 cash

 13,307

 ( 12,391
)

 Cash and cash equivalents, beginning of year

 9,025

 21,416

 Cash, cash equivalents,
 and restricted cash end of year

 $
 22,332

 $
 9,025

 Supplemental disclosures of cash flow information:

 Cash paid for interest

 $
 -

 $
 -

 Cash paid for income taxes

 $
 -

 $
 -

 Non-cash investing and financing activities:

 Deposits in Escrow

 $
 -

 $

 Purchase of equipment in accounts payable

 $
 -

 $

 Acquisition of patents with Series A-2

 $

 $
 -

 Deemed dividend

 $
 ( 29,725
)

 $
 -

 Conversion of notes payable and accrued interest
 to preferred stock

 $
 -

 $
 46,858

 See
accompanying notes to the consolidated financial statements.

 F- 6

Inc.

 Notes
to the Consolidated Financial Statements

31, 2023 and 2022

 NOTE
1- INCORPORATION AND NATURE OF OPERATIONS

Inc., is a Nevada ("C") corporation originally organized as a Nevada limited liability company, on December 2, 2017. The
corporation converted from a Nevada limited liability company to a Nevada corporation on June 16, 2020. The consolidated audited financial
statements of BOXABL Inc., (which may be referred to as the "Company", "BOXABL", "we", "us"
or "our") have been prepared in accordance with accounting principles generally accepted in the United States of America
("GAAP"). The Company's headquarters are in Las Vegas, Nevada.

Inc., is building a new type of home using modern manufacturing processes. Its product results in sustainable high quality residential
buildings at lower cost, benefiting from mass production practices, resolving the problems of labor shortages, and reducing the carbon
footprint by using less building material. The Company has also developed patented shipping technology, allowing it to serve large geographic
areas from one factory.

 NOTE
2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying audited consolidated financial statements of the Company are expressed in US dollars, with amounts rounded to the
nearest Thousandth ('000') as indicated by K. The Company's fiscal year end is December 31.

 The
Company is an "emerging growth company," as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as modified by the Jumpstart Our Business Start-ups Act of 2012 (the "JOBS Act"). Section 107
of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a)
of the Exchange Act for complying with new or revised accounting standards applicable to public companies. An emerging growth company
may delay the adoption of certain accounting standards until those standards would otherwise apply to non-public companies. The Company
has elected to take advantage of this extended transition period and as a result, the Company may not adopt new or revised accounting
standards on effective dates as they are applicable to public companies.

 Principles
of Consolidation

 The
consolidated financial statements presented include the accounts of the Company and its consolidated subsidiaries. Intercompany balances
and transactions between consolidated entities have been eliminated. On June 15, 2023, the Company completed an all-stock statutory merger
with 500 Group, an entity previously owned by the Company's founder and CEO, Paolo Tiramani. The consolidated financial statements include the accounts of 500 Group
from June 15, 2023. See Note 6 – Intangible Assets.

 Prior
Period Reclassifications

 Certain
prior period amounts have been reclassified to conform to the current period presentation. The Company reclassified deposits on inventory,
prepaid expenses, and deposits in escrow as other current assets within the consolidated balance sheet and statement of cash flows.

 -
 The
 Company recorded an additional 2,057 K shares of Series A-1 preferred stock, resulting
 in an additional extinguishment of debt expense of $ 1,646 K.

 Use
of Estimates

 The
preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions
that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the consolidated financial
statements and accompanying notes. Actual results could differ materially from these estimates. These estimates form the basis for judgements
the Company makes about the carrying values of its assets and liabilities, which are not readily apparent from other sources. These estimates
are based on information available as of the date of the consolidated financial statements, including historical information and various
other assumptions that the Company believes are reasonable under the circumstances. Actual results could differ materially from these
estimates.

 Risks
and Uncertainties

 The
Company's business and operations are sensitive to general business and economic conditions in the US and worldwide along with
local, state, and federal governmental policy decisions. A host of factors beyond the Company's control could cause fluctuations
in these conditions. Adverse conditions may include recession, downturn or otherwise, government policies. These adverse conditions could
affect the Company's financial condition, results of its operations and cash flows.

 Management's
Plan

 The
Company incurred a net loss of $ 39,526 K and $ 612,395 K during the years ended December 31, 2023, and 2022, respectively, and currently
has limited revenues.

 The
continuing viability of the Company and its ability to continue as a going concern is dependent on the Company being successful in its
continued efforts in growing its revenue and/or accessing additional sources of capital. Management's plan to address this need
includes, (a) continued exercise of tight controls to conserve cash, (b) accelerating sales of Casitas to generate revenue, and (c) obtaining
additional equity financing. The Company anticipates current capital on hand and expected future funding will be sufficient to fund the
Company's operations in excess of twelve months. There are no assurances that our plans will be successful.

 F- 7

 Fair
Value of Financial Instruments

 Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes
the inputs to valuation methodologies used to measure fair value:

 Level
 1 – Valuations based on quoted prices for identical assets and liabilities in active
 markets. Level 1 assets consist of investments.

 Level
 2 – Valuations based on observable inputs, other than quoted prices included in Level
 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices
 for identical or similar assets and liabilities in markets that are not active, or other
 inputs that are observable or can be corroborated by observable market data.

 Level
 3 – Valuations based on unobservable inputs reflecting our own assumptions, consistent
 with reasonably available assumptions made by other market participants. These valuations
 require significant judgment. The Company valued its employee stock options (NQSO's
 and ISO's) and stock grants (RSU's) at grant date fair value using a Level 3
 mark. See Note 9 – Stockholders Equity (Deficit): Stock Based Compensation.

 Cash
and Cash Equivalents

 The
Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. Due to the maturity
of cash equivalents, the carrying amounts of these instruments approximate their fair values.

 Restricted
Cash and Deposits

 On
June 1, 2023, the Company was required to obtain a letter of credit to make a Security Deposit related to the expansion of premises of
$ 3,714 K. The letter of credit is collateralized by cash in the Company's bank account, which is restricted from use until the
Letter of Credit is settled. The interest earned on this cash account is also restricted for use until the Letter of Credit is Settled.
The Company recorded restricted cash of $ 3,758 K and $ 0 as of December 31, 2023, and 2022, respectively. As of December 31, 2023, and
2022,

 Marketable
Debt Securities

 The
Company generally invests its excess cash into Marketable debt securities, which consist of short-term and long-term investments in US
treasury bills and notes that are classified as held-to-maturity.

 Short-Term
Investments in U.S. Treasury Notes, Held-to-Maturity

 Short-term
investments in U.S. treasury notes include U.S Treasury notes with maturities of less than 12 months. The realized and unrealized gains
and losses on short-term investments in US treasury notes are determined using the specific identification method. If a US treasury note
has an unrealized loss and we either intend to sell the security or it is more likely than not that we will be required to sell the security
before its anticipated recovery, we will record an impairment charge to investment and other income (expense), net for the entire amount
of the unrealized loss and adjust the amortized cost basis of the security.

 Long-Term
Investments in U.S. Treasury Notes, Held-to-Maturity

 Long-term
investments in U.S. treasury notes include U.S Treasury notes with maturities of 12 months or more. The realized and unrealized gains
and losses on long-term investments in US treasury notes are determined using the specific identification method. If a US treasury note
has an unrealized loss and we either intend to sell the security or it is more likely than not that we will be required to sell the security
before its anticipated recovery, we will record an impairment charge to investment and other income (expense), net for the entire amount
of the unrealized loss and adjust the amortized cost basis of the security.

 F- 8

 Accounts
Receivable

 Accounts
receivable are recorded at the net realizable value. The Company estimates credit losses on receivables based on its expected losses,
including the Company's historical experience of actual losses. Receivables are considered uncollectable and written-off when it
is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. For the period ending
December 31, 2023 and 2022, bad debt expense was $ 23 K and $ 0, respectively.

consists of raw materials, in-bound freight and duties, work in progress, and finished goods. Inventories available for sale are valued
at the lower of cost or net realized value. Cost is determined using the weighted average method. This valuation requires us to make
judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers,
bulk sales, and the expected recoverable values for each disposition category. On a periodic basis, the Company performs a physical count
of its inventory and records an Inventory Valuation Allowance for inventory that has become obsolete or inventory that has a cost basis
in excess of the expected net realizable value. Damaged and obsolete inventory are valued based on management's best estimate and
any difference charged to expense. The inventory valuation allowance, representing a write-down of inventory, was $ 1,424 K and $ 891 K
for the year ended December 31, 2023 and 2022, respectively.

 Property
and Equipment

 Property
and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance, repairs, and minor improvements are charged
to expense as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation
are removed from the respective accounts, and any gain or loss is included in our consolidated statement of operations. Major improvements
with economic lives greater than one year are capitalized. Depreciation is computed using the straight-line method over the following
estimated useful lives:

 SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

 Software, computers and other peripheral equipment

 3 years

 Furniture and fixtures

 7 years

 Machinery and equipment

 5 - 15 years

 Tenant improvements

 2 - 5 years

 Vehicles

 5 years

 Casita fixed assets

 25 years

 The
Company reviews the carrying values of its long-lived assets for possible impairment annually, or more frequently whenever events or
changes in circumstances, such as discontinuance or technological obsolescence, indicate that the carrying amount of the assets may not
be recoverable. As a result of the Company's physical count of inventory, we identified machinery and equipment that was damaged
or obsolete which generated an impairment. Disposal of asset charges were $ 992 K and $ 0 for the years ended December 31, 2023 and 2022,
respectively.

 Intangible
Assets

 The
Company evaluates its intangible assets for impairment annually, or more frequently whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable. The Company utilizes a qualitative assessment to evaluate whether it is
more likely than not that the fair value of an intangible asset is less than its carrying value, and if so, the Company will perform
a quantitative test. An impairment loss is recognized if the carrying value exceeds the fair value. The Company did no t recognize any
impairments of its intangible assets as of December 31, 2023 and 2022.

 Revenue

 Revenue
is measured based on the amount of consideration that we expect to receive, reduced by allowance for estimated returns, chargebacks,
promotional discounts, markdowns, and rebates based on Management's estimates and the Company's historical experience. Revenue
also excludes any amounts collected on behalf of third parties, including sales and indirect taxes. In arrangements where we have multiple
performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price.
We generally determine stand-alone selling prices based on the prices charged to customers.

 The
Company determines revenue recognition through the following steps in accordance with ASC Topic 606, Revenue from Contracts with Customers:

 -

 Identification of a contract with a customer.

 -

 Identification of the performance obligations in the contract.

 -

 Determination of the transaction price.

 -

 The customer has the ability and intent to pay the contractual
amount.

 F- 9

 -

 Allocation of the transaction price to the performance obligations
in the contract.

 -

 Recognition of revenue when or as the performance obligations
are satisfied.

 Revenues
are recognized when performance obligations are satisfied through the transfer of "Boxes," services or parts to the Company's
customers. Generally, control transfers upon shipment of the Casita to the customer and considers the transfer of legal title and risk
and rewards of ownership to the Customer. Occasionally, performance obligations for the Company may also include the delivery, installation
and other services. The Company records a liability for customer deposits received prior to delivery of the Casita or fulfilment of the
service. The liability is relieved, with revenue being recognized once the performance obligations to the customer are satisfied.

 Non-Committed
Customer Deposits

 The
Company collects customer deposits to reserve for the purchase of a Casita. The Company has received $ 3,987 K and $ 4,257 K in customer
deposits for approximately 8,500 and 7,700 BOXABL units as of December 31, 2023 and 2022, respectively. The
Company held deposits ranging between $ 100 - $ 5,000 from approximately 8,500 prospective customers as of December 31, 2023, which are
recorded as liabilities on the balance sheet. If the prospective purchaser decides to not purchase a Box once they become available,
they will forfeit their deposit.

 Cost
of Goods Sold

 Cost
of goods sold consists primarily of the cost of products used in the production of the Company's finished products, inbound and
outbound shipping costs, the related labor, and overhead charges associated with that production.

 On
a periodic basis, the Company performs a physical count of its inventory and records an Inventory Valuation Allowance for inventory that
has become obsolete or inventory that has a cost basis in excess of the expected net realizable value. Damaged and obsolete inventory
are valued based on management's best estimate and any difference charged to expense.

 Advertising
and Promotion

 The
Company incurs third party advertising costs as well as payroll-related costs for its marketing personnel engaged in promotional activities.
Advertising and promotion costs to market our products and services are expensed as incurred. Certain Marketing costs related to the
issuance of the Company's securities are accounted for as a reduction to the proceeds from the equity offering, and not included
in sales and marketing expense. Advertising and promotion expense for the years ended December 31, 2023 and 2022 amounted to approximately
$ 1,936 K
and $ 5,446 K,
respectively, which was included in sales and marketing expense, on the Company's consolidated statement of operations. The Marketing
Costs accounted for as a reduction to the proceeds of the equity offering were $ 125 K
 for each of the years ended December 31, 2023 and 2022.

 Research
and Development

 Research
and development costs consisting of design, materials, and consultants related to prototype and process improvements and developments
are expensed as incurred. Total research and development costs increased by $ 4,915 K during the year ended December 31, 2023. This
increase can be attributed to the testing and development of the next generation product in advance of the launch.

 Warranty
Provision

 The
Company offers its customers warranties on products sold for a period of up to 10 years. Management records an expense to operations
for the costs of warranty repairs at the time of sale. Management's estimate for warranties is based on sales levels and historical
costs of providing warranties As of December 31, 2023 and 2022, the Company's reserve for warranty totaled $ 570 K and $ 570 K,
respectively, and is reflected in accrued liabilities in the accompanying consolidated balance sheets.

 Concentration
of Credit Risk

 Cash
and Cash Equivalents:

 Financial
instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Cash
and cash equivalents are maintained at high quality financial institutions. During the years ended December 31, 2023 and 2022, the Company's
deposits exceeded the Federal Deposit Insurance Corporation (FDIC) limit. The Company has not experienced any losses with respect to
its cash balances. Based upon assessment of the financial condition of these institutions, management considers that the risk of loss
of any uninsured balances do not have a significant impact on the Company's operations.

 F- 10

 Inventory:

 The
Company imports certain materials from overseas vendors. Consequently, the Company's ability to purchase and the costs of its products
are subject to political, social, and economic situations, both in the United States and abroad. The loss of one or more vendors should
not have a material impact on the Company's operations as replacement vendors or substitute components can be identified.

 Customers:

2023 and 2022, revenues from four customers were approximately 83 %
and revenues from two customers were approximately 95 %
of the Company's revenues, respectively. As of December 31, 2023 and 2022, receivables from one customer represented 100 %
and 100 %
of the Company's accounts receivable, respectively. The Company did not have repeating customers so the loss of an individual
customer is not expected to impact the Company's operations.

 Income
Taxes

 The
Company accounts for income taxes in accordance with Accounting Standards Codification ("ASC") Topic 740, Income Taxes. ASC
740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized
for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of
enactment.

 Basic
and Diluted Net Loss per Share

 Basic
net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period,
excluding shares subject to redemption or forfeiture. Diluted net loss per share reflects the actual weighted average of common shares
issued and outstanding during the period plus potential common shares. Stock options and convertible instruments are considered potential
common shares and are included in the calculation of diluted net loss per share when their effect is dilutive. As all potentially dilutive
securities are anti-dilutive as of December 31, 2023 and 2022, diluted net loss per share is the same as basic net loss per share for
each year.

 SCHEDULE OF POTENTIALLY DILUTIVE
SECURITIES OUTSTANDING

 2023

 2022

 As of December 31,

 2023

 2022

 Series A Preferred Stock

 Series A-1 Preferred Stock

 Series A-2 Preferred Stock

 173,956

 Series A-3 Preferred Stock

 8,343

 -

 Restricted Stock Units

 60,500

 61,288

 Stock Options

 55,236

 17,857

 Stock Warrants

 10,460

 -

 Potentially Dilutive Shares

 1,353,298

 1,244,817

 Stock-Based

 The
Company applies ASC 718 for its Stock-Based Compensation. Compensation for all stock-based awards, including stock options and restricted
stock, are measured at fair value on the date of grant and recognized over the associated vesting periods. The fair value of stock options
is estimated on the date of grant using a Black-Scholes model. The fair value of restricted stock awards is estimated on the date of
the grant based on the fair value of the Company's underlying common stock. For stock options and restricted stock awards subject
to a three-year vesting period, the Company recognizes compensation expense over the associated service periods.

 Determining
the grant date fair value of options using the Black-Scholes option-pricing model requires management to make assumptions and judgments.
These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have
been materially different from the amounts recorded.

 Leases

 The
Company leases some items of property, plant and equipment, including manufacturing and office space. On the lease commencement date,
a lease is classified as a finance lease or an operating lease based on the classification criteria of the lease guidance under U.S.
GAAP. As of January 1, 2022, the Company adopted Financial Accounting Standard Board ("FASB") ASC Topic 842 Leases ("ASC
842") and applied the lease classification criteria contained therein for any new leases. Upon adoption of ASC 842, the Company
recorded right-of-use ("ROU") assets for all of its leased assets classified as operating leases. The Company has no finance
leases. The ROU assets were computed as the present value of future minimum lease payments, including additional payments resulting from
a change in an index such as a consumer price index or an interest rate, plus any prepaid lease payments minus any lease incentives received.

 F- 11

 Contingencies

 The
Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business.
In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that
a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for
any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at
least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and
other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company's
determination as to an unfavorable outcome and result in the need to recognize a material provision, or, should any of these matters
result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on the Company's
results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement
or judgment occurs.

 Recent
Accounting Pronouncements

 In
December 2023, the Financial Accounting Standards Board issued an Accounting Standards Update ("ASU 2023-09") amending existing
income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.
The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied
on either a prospective or retroactive basis. The Company is currently evaluating this ASU to determine its impact on the Company's
income tax disclosures.

 In
November 2023, the Financial Accounting Standards Board issued an Accounting Standards Update ("ASU 2023-07") amending existing
segment disclosure guidance, primarily requiring quarterly disclosure of significant segment expenses that are regularly provided to
the Chief Operating Decision Maker ("CODM"), requiring disclosure of the title and position of the CODM and an explanation
of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.
The ASU is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024, with early adoption permitted. ASU should be applied on a retroactive basis, to all prior periods presented
in the financial statements. The Company is currently evaluating this ASU to determine the impact on the Company's Segment disclosures.

 In
October 2023, the Financial Accounting Standards Board issued an Accounting Standards Update ("ASU 2023-06") amending the
disclosure or presentation requirements for a variety of Topics. Many of the amendments align the requirements in the Codification with
the SEC's regulations. The ASU is effective on the date on which the SEC removes the related disclosure from Regulation S-X or
Regulation S-K, with early adoption prohibited. The Company is currently evaluating this ASU on the Company's disclosures.

 In
March 2023, the Financial Accounting Standards Board issued an Accounting Standards Update ("ASU 2023-01") amending guidance
for lessees that are party to a lease between entities under common control. The ASU is effective for annual reporting periods beginning
after December 15, 2023, with early adoption permitted. It must be applied on a prospective basis. The Company is currently evaluating
this ASU to determine its impact on the Company's lease and related party disclosures.

 As
new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. Management does not
believe that any other recently issued, but not yet effective, accounting standards have a material effect on the accompanying consolidated
financial statements.

 F- 12

 NOTE
3 – INVESTMENTS

 As
of December 31, 2023, and 2022, investments in securities consists of US Treasury Notes carried at cost, consisting of the following:

 SCHEDULE OF INVESTMENT IN SECURITIES

 2023

 2022

 December 31,

 2023

 2022

 Investments in short-term U.S. Treasury Notes

 $
 27,685

 $
 74,385

 Investments in long-term U.S. Treasury Notes

 2,777

 1,461

 Total investments in U.S. Treasury Notes

 $
 30,462

 $
 75,846

 The
Long-Term Investments include maturities extending beyond 12 months.

 The
cost basis of investments held is determined by the Company using the specific identification method.

 Gains
and losses on sale of investments, interest and unrealized gains are all reported within Interest Income on the Statement of Operations.

 NOTE
4 – INVENTORY, NET

 As
of December 31, 2023 and 2022, inventory consists of the following:

 SCHEDULE OF INVENTORY

 2023

 2022

 December 31,

 2023

 2022

 Raw material

 $
 3,346

 $
 4,550

 Inventory in-transit

 -

 Work-in progress

 Finished goods

 14,820

 3,510

 Total inventory

 $
 18,694

 $
 8,243

 Inventories
are written down for any obsolescence or when the net realizable value considering future events and conditions is less than the carrying
value. For the years ended December 31, 2023, and 2022, the Company recorded $ 721 K
and $ 2,266 K
related to obsolete and damaged inventory in cost of goods sold on the consolidated statements of operations.

 F- 13

 NOTE
5 – PROPERTY AND EQUIPMENT, NET

 The
Company's property and equipment consists of the following amounts for the years ended December 31, 2023 and 2022:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 2023

 2022

 December 31,

 2023

 2022

 Software, computers and other peripheral equipment

 $

 $

 Furniture and fixtures

 Machinery and equipment

 8,754

 5,327

 Tenant improvements

 2,397

 1,930

 Vehicles

 Casita fixed assets

 Construction in-progress

 -

 Property and equipment, gross

 13,840

 9,234

 Less: Accumulated depreciation

 ( 3,074
)

 ( 1,496
)

 Property, plant and equipment - net

 $
 10,766

 $
 7,738

 Depreciation

the years ended December 31, 2023 and 2022, the Company recognized $ 1,937 K and $ 1,200 K, respectively, in depreciation expense.

 Deposits
on Equipment

 As
of December 31, 2023 and 2022, the Company paid $ 9,822 K and $ 3,901 K, respectively, for deposits on equipment. The total amount
is recorded as Deposits on Equipment on the consolidated balance sheets. As of December 31, 2023 and 2022 the remaining amount of purchase
commitments was approximately $ 3,273 K and $ 6,239 K, respectively.

 Disposal
of Equipment

the year ended December 31, 2023, and 2022 the Company disposed $ 992 K and $ 0 of obsolete or damage property, plant and equipment,
net. The historical cost of the property and equipment disposed in 2023 is $ 1,698 K.

 Construction
In-Progress

 The
Company recorded $ 690 K and $ 0 as construction in progress during the year ended December 31, 2023, and 2022 respectively. Construction
in progress represents assembly line equipment that is under construction but is not yet ready for its intended use. Once completed,
this equipment will be placed into service and depreciated over its estimated useful lives.

 NOTE
6 – INTANGIBLE ASSETS

 On June 15, 2023, the Company engaged in an all-stock statutory merger
with 500 Group, Inc., a Nevada corporation ("500 Group") and its subsidiary Build IP. The Company exchanged 37,500 K shares
of its Non-Voting Series A-2 Preferred Stock for 500 Group's 100 outstanding shares of 500 Group's common stock in a transaction
valued at $ 30,000 K, or $ 0.80 per share. Due to the common control of the Company, 500 Group and Build IP by the Company's Chief
Executive Officer, this transaction was accounted for under the common control accounting standards. In addition, 500 Group and Build
IP didn't have substantial assets, liabilities or operations. Thus, the Company treated the transaction as an asset acquisition,
recording $ 272 K as intangible assets, which represented the patents at its historical carrying value, and the remaining consideration
of $ 29,725 K as a deemed dividend. The deemed dividend was offset against the Series A-2 Preferred Stock account as the Company currently
has an accumulated deficit. As a result of this merger, 500 Group and Build IP are wholly-owned
by BOXABL, and their assets, including the intellectual property held by Build IP, are now owned and consolidated by BOXABL. Accordingly,
license agreement between BOXABL and Build IP is now void. This asset acquisition enabled BOXABL to control the intellectual property
previous contracted for under the license agreement that required payment of a 1 % royalty fee based on gross revenues.

 Intellectual
Property

 The
Company recorded intellectual property of $ 272 K
at the time of the merger valued at historical cost on the audited consolidated balance sheet. The balance of the intellectual property
as of December 31, 2023, and 2022 was $ 398 K
and $ 0,
respectively. The Company also recorded amortization expense related to these patents of $ 50 K.
The useful life of the patents is either the stated expiration date, or 14
years,
whichever is more easily determined.

 F- 14

 NOTE
7 – DEBT

 PPP
Loan

 In
March 2021, the Company obtained a PPP loan in the amount of $ 49 K, which was forgiven in 2022 and recorded to forgiveness of debt
on the consolidated statement of operations.

 Convertible
Notes Payable

 On
November 17, 2020, the Company commenced an offering of convertible promissory notes pursuant to Rule 506(c) Regulation D, seeking to
raise up to $ 50,000 K of convertible promissory notes, with an annual interest rate of 10.0 % per annum, and a maturity date of March
31, 2023.

 As
of April 1, 2022, the gross amount of the convertible promissory note was $ 44,852 K and the accrued interest for all convertible notes
was $ 2,058 K.

 On
April 1, 2022, in connection with the Company's launch of their Regulation A offering, all convertible promissory notes were converted
into 781,541 K shares of Series A-1 Preferred stock. The conversion price ranged from 50 - 90 % of the per share price paid by the purchasers
of such equity securities in the offering. The conversion discount rates were based on timing and amount of the convertible promissory
notes. Of the converted shares, 5,884 K shares of Series A-1 Preferred stock, representing $ 360 K of face value and $ 12 K of accrued
interest, were paid for by and issued to related parties. The Company recorded interest expense of $ 911 K related to the accrual of
interest and an extinguishment of debt loss of $ 578,971 K during the year ended December 31, 2022, related to this conversion. The
Company accounted for the transaction as an extinguishment of debt as the conversion terms enacted were significantly different than
the stated conversion rates per the convertible promissory notes. Thus, the Company recorded the transaction at its fair market value.

 Due
to the delays in the launch of the Company's Regulation A offering whereby management increased the per share offering price during
that time, management determined that the conversion price of the convertible notes would be modified to a conversion price which closely
resembled management's estimate of the fair value of the security at the time when the convertible notes were issued.

 Initial
conversion rates:

 SCHEDULE OF INITIAL CONVERSION RATES

 Convertible Category

 Convert Rate

 Price Per Share

 Category Criteria

 10% Discount Note

 %

 $
 0.07

 $
 0 - $99,999 Principal

 20% Discount Note

 %

 0.06

 $
 100,000
- $999,999 Principal

 30% Discount Note

 %

 0.06

 $
 1,000,000+
Principal

 25% Discount Note

 %

 0.06

 Original Terms - General

 50% Discount Note

 %

 0.04

 Original Terms - Strategic

 The
Company's outstanding Convertible Note balance was $ 0 and $ 0 for the years ended December 31, 2023 and 2022, respectively.

 NOTE
8 – LEASES

 Leases
with an initial term of less than 12 months are not recorded on the consolidated balance sheets. The Company recognizes lease expense
for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that
can extend the lease term. The Company has determined that it was reasonably certain that the renewal options would be exercised based
on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements,
among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available
to the Company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company's
lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the
Company rent or sublease certain office space to/from other subsidiaries of the Company.

 F- 15

 Maturities
of lease liabilities for operating leases as of December 31, 2023, were as follows:

 SCHEDULE
OF MATURITIES OF OPERATING LEASE LIABILITIES

 Period ending December 31,

 Fiscal Year

 2024

 $
 3,854

 2025

 3,997

 2026

 3,839

 2027

 2,102

 2028

 1,509

 Thereafter

 Total lease payments

 $
 15,559

 Less: Imputed interest

 ( 1,716
)

 Total lease liability

 $
 13,843

 As
of December 31, 2023, the weighted average remaining lease term was 3.8 years. The weighted average incremental borrowing rate is 4 %.

 A
lease liability was also recorded at the same time. No ROU asset is recorded for leases with a lease term, including any reasonably assured
renewal terms, of 12 months or less. Upon adoption of ASC 842, the Company also recorded lease liabilities computed as the present value
of future minimum lease payments, including reductions from any landlord incentives, plus any additional direct costs from executing
the leases. Lease liabilities are amortized using the effective interest method using a discount rate of 4 %. Depreciation on the ROU
asset is calculated as the difference between the expected straight-line rent expense over the lease term less the accretion on the lease
liability. The Company recognizes a right-of-use asset and a lease liability for these operating leases in its consolidated balance sheets.
The Company's lease agreements also include obligations for the Company to pay for other services, including operations and maintenance.
The Company accounts for these services separately.

the years ended December 31, 2023, and 2022, rent expenses totaled $ 3,859 K and $ 1,196 K, respectively.

 Sublease

to an agreement dated April 12, 2023, but effective as of January 1, 2023, the Company has leased to Supercar System four support squares
located in the Company's main property located at 5435 E. N. Belt Road, Las Vegas, Nevada for $ 7 K per month. The agreement terminates
December 31, 2026 unless otherwise amended in writing by the parties, and the Company retains the right to unilaterally terminate the
agreement upon thirty days' written notice. Supercar System is controlled by the Company's CEO, Paolo Tiramani.

 F- 16

 NOTE
9 – RELATED PARTY TRANSACTIONS

 SCHEDULE
OF RELATED PARTY TRANSACTIONS IN FINANCIAL STATEMENTS

 2023

 2022

 December 31,

 2023

 2022

 Consolidated Statement of Operations

 Rental income

 $

 $

 Royalty expense

 -

 Professional fees

 Consolidated Balance Sheets

 Accounts payable

 -

 1,719

 1,719

 Acquisition of patents

 -

 The
Company had the following transactions with related parties:

 (1)
 The
 Company has a contract with the majority shareholder and CEO to share certain costs related
 to office space, support staff, and consultancy services.

 (2)
 The
 Company entered into an exclusive license agreement with Build IP LLC, an entity controlled
 by the Company's majority shareholder and CEO. Under the terms of the agreement, Build
 IP LLC agreed to license its structure, transport, and trademark patents to the Company in
 exchange for a quarterly royalty payment of 1 % on royalty-bearing Casita sales. Upon the
 merger with 500 Group in June 2023, the license agreement with Build IP LLC became void. See Note 6 – Intangible Assets.

 (3)
 The
 Company incurred professional expenses related to a former member of the Board of Directors
 for providing consulting services.

 (4)
 As
 of December 31, 2023 and 2022, the Company had 26,726 K
 shares outstanding of Series A Preferred Stock, representing an initial cost of $ 427 K
 held by certain related parties including the spouse and in-laws to the Director of Marketing. As of December 31, 2023 and 2022, 5,884 K
 shares of Series A-1 Preferred Stock, representing an initial cost of $ 372 K
 were held by certain related parties including the in-laws to the Director of Marketing and a former Director of the Company. As of
 December 31, 2023 and 2022, 12,834 K
 Nonqualified Stock Options representing an initial grant date fair value of $ 920 K were held by certain related parties including the spouse to the Director of Marketing and a former Director of the
 Company. See Note 10 – Stockholders Equity (Deficit).

 At times, the Company utilizes credit cards for operational purchases.
The credit card was initially established by creating a business account under the Company's Chief Executive Officer credit umbrella
for which the structure remains. All amounts on the Company's credit cards are guaranteed by the Chief Executive Officer. The balance
on the credit card was approximately $ 125,000 and $ 88,000 as of December 31, 2023 and 2022, respectively.

 NOTE
10 – STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred
and Common Stock

 The
Company was converted to a C-Corporation in the state of Nevada on June 16, 2020. In conjunction with the conversion, the Company authorized
the issuance of 4.25 billion shares of common stock with a par value of $ 0.00001 and 750 million shares of preferred stock with a par
value of $ 0.00001. The Company initially designated all shares of preferred stock as "Series A Preferred Stock", see below
for rights and preferences.

 On
February 24, 2021, the Company filed an amendment to the articles of incorporation which increased the number of authorized preferred
shares to 850 million, for which 202,517 K and 647,483 K shares were classified as Series A Preferred Stock and Series A-1 Preferred
Stock, respectively.

 On
November 19, 2021, the Board of Directors approved a 10-for-1 stock split of the outstanding shares of the Company, and decided to increase
the number of shares to the following: 6.6 billion shares of Common Stock of $ 0.00001 par value, 250 million shares of Series A Preferred
Stock of $ 0.00001 par value, 1.1 billion shares of Series A-1 Preferred Stock of $ 0.00001 par value, 2.05 billion shares of Series A-2
Preferred Stock of $ 0.00001 par value, and 900 million shares of unclassified Preferred Stock of $ 0.00001 par value.

 On September 1, 2023, the Company filed an amendment to the articles of
incorporation which authorized the issuance of 8.75 billion shares of Series A-3 Preferred Stock of $ 0.00001 par value, and increased
the amount of authorized unclassified Preferred Stock to 1.25 billion shares.

 Preferred
Stock Liquidation Preferences

 The
following table summarizes the liquidation preferences as of December 31, 2023 in order of liquidation:

 SUMMARY OF LIQUIDATION PREFERENCES

 Shares Authorized

 Shares Issued and Outstanding

 Liquidation Preference Balance

 Series A-3 Preferred Stock

 8,750,000

 8,343

 $
 6,675

 Series A-2 Preferred Stock

 2,050,000

 173,956

 139,165

 Series A-1 Preferred Stock

 1,100,000

 67,180

 Series A Preferred Stock

 250,000

 3,305

 Non-classified Preferred Stock

 1,250,000

 -

 -

 Total Series A Preferred Stock

 13,400,000

 1,227,102

 $
 216,325

 F- 17

 The
Series A Preferred Stock has the following features:

of Series A Preferred Stock do not have voting rights. Shares of Series A preferred stock are convertible to common stock on a one for
one basis upon the Company's IPO or upon a Regulation A capital raise. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, payment shall be made to the holders of Series A Preferred Stock before payment is made
to any holders of common stock.

 The
Series A-1 Preferred Stock has the following preferences:

of Series A-1 Preferred Stock do not have voting rights. Shares of Series A-1 Preferred Stock are convertible to common stock on a one
for one basis upon the Company's IPO or upon a Regulation A capital raise. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, payment shall be made to the holders of Series A-1 Preferred Stock before payment is made
to any holders of common stock.

 The
Series A-2 Preferred Stock has the following preferences:

of Series A-2 Preferred Stock do not have voting rights. Shares of Series A-2 Preferred Stock are convertible to common stock on a one
for one basis upon the Company's IPO or upon a Regulation A capital raise. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, payment shall be made to the holders of Series A-2 Preferred Stock before payment is made
to any holders of common stock.

 The
Series A-3 Preferred Stock has the following preferences:

of Series A-3 Preferred Stock do not have voting rights.
of Series A-3 Preferred Stock are convertible to common stock on a one for one basis upon the Company's IPO or upon a Regulation
A capital raise. In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, payment shall be made to the holders of Series A-3 Preferred
Stock before payment is made to any holders of common stock.

 The
"Series A Original Issue Price" shall mean $ 0.017 per share, the "Series A-1 Original Issue Price" shall mean
$ 0.079 per share, the "Series A-2 Original Issue Price" shall mean $ 0.80 per share, and "Series A-3 Original Issue
Price" shall mean $ 0.80 per share in each case subject to appropriate adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization with respect to the Series A Preferred Stock, the Series A-1 Preferred Stock, the Series
A-2 Preferred Stock, or the Series A-3 Preferred Stock, as the case may be. In any event of any voluntary or involuntary liquidation,
dissolution or winding up of the company, after payment to all creditors of the Company, the remaining assets of the Company available
for distribution to its stockholders will be distributed first among the holders of Non-Voting Series A-3, Series A-2, Series A-1 and
Series A Preferred Stock, and then to the holders of Common Stock.

 Sales
of Preferred Stock

the year ended December 31, 2023, the Company issued 15,587 K Preferred Series A-2 shares under Regulation D CF, and Canadian regulation
offerings for gross proceeds of $ 12,024 K. During the year ended December 31, 2023, the Company issued 8,343 K Preferred Series A-3
shares for gross proceeds of $ 4,184 K.

the year ended December 31, 2022, the Company issued 120,869 K Preferred Series A-2 shares under Regulation A, D, CF, and Canadian
regulation offerings for gross proceeds of $ 94,968 K. The Company issued 5,914 K shares of Preferred Series A for gross proceeds
of $ 83 K under Regulation A. Of the shares sold from the Series A class, 1,930 K shares were issued at a cost of $ 27 K to a related
party who was a spouse to the Director of Marketing. The Company also issued 742 K shares of Preferred Series A-1 for gross proceeds
of $ 598 K under Regulation A.

 Warrants

 In
connection with the issuance of certain A-3 shares, the Company issued 10,461 K Warrants that are exercisable at a price of $ 0.80 per
share. Warrants are exercisable for three years from the date of purchase (the "Exercise Period"); provided, however, that
the Company may call the Warrants, in its sole discretion, at any time upon 30 days written notice to the Shareholders. All unexercised
Warrants will expire and are subject to certain transfer restrictions as further discussed herein. Warrants shall not be awarded for
Bonus Shares received.

 Offering
Costs

 The
Company incurred offering costs of $ 1,159 K and $ 5,574 K, respectively, for the years ended December 31, 2023, and 2022. These costs
include legal fees, targeted marketing and other deferred costs related directly to the open offerings.

 Subscription
Liability

 As
of December 31, 2023, the Company had $ 451 K in a subscription liability pertaining to proceeds received, but the Preferred A-2 shares
were not yet issued.

 F- 18

 Stock-based

 Stock
Options:

 In
2021, the Company's board of directors authorized the 2021 Stock Option Plan which allows for the issuance of options to
purchase up to 150,000 K
shares of the Company's common stock. During the years ended December 31, 2023 and 2022, the Company had stock options
granted of 1,357 K
and 17,430 K
shares of common stock, respectively, of which 0 and 939 K,
respectively, vested immediately upon issuance. The remainder generally vest over 36 months
of service. The fair values of options granted was approximately $ 611 K
and $ 6,037 K,
respectively, in the years ended December 31, 2023 and 2022. The options expire 10 years
from date of issuance.

 On
July 12, 2022, 18 K Non-qualified stock options representing an initial grant date fair value of $ 10 K were granted to a related
party who was a former Director of the Company.

 A
summary of stock option activity for the years ended December 31, 2023 and 2022 is as follows:

 SUMMARY OF STOCK OPTIONS ACTIVITY

 Weighted Average

 (In Thousands except for per share price)

 Stock Options

 Exercise Price per Share

 Term

 (in years)

 Outstanding as of December 31, 2021

 53,116

 $
 0.07

 9.9

 17,430

 0.57

 Exercised

 -

 -

 Forfeited/cancelled

 ( 9,258
)

 ( 0.15
)

 Outstanding as of December 31, 2022

 61,288

 $
 0.13

 8.4

 1,357

 0.70

 Exercised

 -

 -

 Forfeited/cancelled

 ( 7,409
)

 ( 0.37
)

 Outstanding as of December 31, 2023

 55,236

 $
 0.13

 7.9

 Exercisable as of December 31, 2023

 27,730

 0.09

 7.8

the years ended December 31, 2023 and 2022, the Company valued the options using the Black-Scholes pricing model on the date of grant
using the following assumptions:

 SCHEDULE OF OPTIONS VALUATION ASSUMPTIONS

 31,

 2023

 2022

 Expected life (years) (1)

 5 - 6.5

 5 - 6.5

 Risk-free interest rate (2)

 3.75
 %

 2.00

 %

 Expected volatility (3)

 48.40
 %

 41.66

 %

 Annual dividend yield

 0.00
 %

 0.00

 %

 Weighted average fair value of options granted

 $ 0.80

 $ 0.80

 (1)
 The expected life
of employee stock options was estimated using the "simplified method," as the Company has no historical information to develop
reasonable expectations about future exercise patterns and employment duration for its stock option grants. The simplified method is
based on the average of the vesting tranches and the contractual life of each grant.

 (2)
 Based on US Treasury
constant maturity interest rate whose term is consistent with expected life of the stock options.

 (3)
 Based on historical
experience over a term consistent with the expected life of the stock options.

 (4)
 Share-based compensation
expense is not adjusted for estimated forfeitures, but instead adjusted upon an actual forfeiture of a stock option. Amounts recorded
for forfeited or expired unexercised options are accounted for in the year of forfeiture.

 Restricted
Stock Units ("RSU"s):

 As
part of the 2021 Stock Option Plan, the Company issued RSUs to certain employees of the Company. RSUs represent a right to receive a
single common share that is both non-transferable and forfeitable until certain conditions are satisfied. RSU awards generally vest over
a 3-year service period and stock based compensation is recognized over the service period.

 F- 19

 A
summary of RSU activity for the years ended December 31, 2023 and 2022 is as follows:

 SUMMARY OF RSU ACTIVITY

 RSUs

 Outstanding as of December 31, 2021

 17,857

 -

 Exercised

 -

 Forfeited/cancelled

 -

 Outstanding as of December 31, 2022

 17,857

 54,357

 Exercised

 -

 Forfeited/cancelled

 ( 11,714
)

 Outstanding as of December 31, 2023

 60,500

 Exercisable as of December 31, 2023

the years ended December 31, 2023 and 2022, the Company granted 54,357 K and 0 restricted stock units ("RSU"), respectively.

the year ended December 31, 2023 and 2022, the Company recognized $ 8,729 K and $ 1,710 K of stock compensation expense related to stock
options and RSU's, of which $ 916 K and $ 821 K, respectively, is included within cost of goods sold, $ 3,930 K and $ 889 K is included
within general and administrative expense, $ 2,157 K & $ 0 is included within sales and marketing, and $ 1,726 K and $ 0 is included within
research and development on the consolidated statement of operations.

 The
expected life of employee stock options was estimated using the "simplified method," as the Company has no historical information
to develop reasonable expectations about future exercise patterns and employment duration for its stock option grants. The simplified
method is based on the average of the vesting tranches and the contractual life of each grant. The expected life of awards that vest
immediately use the contractual maturity since they are vested when issued. For stock price volatility, the Company uses public company
compatibles as a basis for its expected volatility to calculate the fair value of option grants. The risk-free interest rate is based
on U.S. Treasury notes with a term approximating the expected life of the option at the grant-date.

 The
Company recognizes stock option forfeitures as they occur as there is insufficient historical data to accurately determine future forfeiture
rates.

 Future
stock based compensation expense related to these options and RSUs as of December 31, 2023, to be recognized is approximately $ 30.9 million,
which is expected to be expensed over the remaining vesting period of 2.78 years. The amount of future stock-based compensation expense
could be affected by any future option and RSU grants or by any forfeitures.

 NOTE
11 – COMMITMENTS AND CONTINGENCIES

 In
the course of business, the Company is party to various legal proceedings and claims from time to time. A liability will be accrued when
a loss is both probable and can be reasonably estimated. Management believes that the probability of a material loss is remote. However,
litigation is inherently uncertain, and it is not possible to predict the ultimate disposition of these proceedings. There are no legal
proceedings, which the Company believes will have a material adverse effect on the Company's financial position.

 The
Company is currently reviewing the following matters with legal counsel and has not yet determined the range of potential losses:

 Arizona
Department of Housing Settlement

 On
January 23, 2023, the Office of Administration of the Arizona Department of Housing brought an
administrative complaint against the Company, alleging that the Company did not comply with certain requirements prior to shipping housing
units into Arizona, and seeking penalties up to suspension or revocation of its license, an administrative penalty, or probation.

 On
February 9, 2023, the Company filed its verified Answer, explaining inter alia that BOXABL had acted in good faith and in accordance
with its reasonable interpretation of the Department's instructions regarding the shipments into Arizona, and that shipments were
only made after requesting and obtaining the Department's written consent and authorization in November 2022. This administrative
complaint was resolved by settlement agreement on April 21, 2023. The Company paid an administrative penalty to Arizona Department of
Housing in the amount of $ 48 K on April 26, 2023, and has satisfied all of its obligations to the Arizona Department of Housing under
the settlement agreement.

 As
part of the settlement with the state of Arizona, related to the delivery of Casita units prior to receiving certification from the state,
the Company paid $ 48 K and agreed to reconstruct the units already delivered, and make sure any subsequent delivered units adhere to
the regulations.

 In
connection with the Casita's delivered in Arizona, the Company entered a settlement with a customer related to the costs of reconstruction
of the Casita units. Under the terms of the settlement agreement, the customer has agreed to pay the first $ 1,000 K in costs, and 90 %
of any costs more than the $ 1,000 K. The Company will only incur 50 % of shipping costs should the contract be cancelled, and the units
returned. The Company accrued a $ 570 K warranty for such costs and any costs related to the 10 -year limited warranty offered to the
customer.

 F- 20

 In
December 2023, the Company received certification from ICC Evaluation Service related to the structural panels of the Casitas, which
assist with procuring "plan approval" from various state regulatory agencies.

 Claims
filed by the Company on its former employees

 (i)
 The Company is addressing a situation where a former employee violated
their confidentiality agreement post-termination. Quantifying the resulting harm is complex and ongoing. Legal action has been initiated
in Nevada State Court against the former employee, with efforts underway to fulfill court requirements for service. The Company's claim
is straightforward, and it anticipates a judgment in its favor, likely resulting in compensation below $ 250,000.

 (ii)

 The Company is addressing a situation involving a former employee who breached
agreements. Assessing the exact impact of this breach is ongoing. Legal proceedings have been initiated in Nevada, then moved to federal
court. The former employee, represented by counsel, filed motions. Discovery is currently paused. The Company's claim is straightforward,
with no counterclaims. It anticipates a favorable judgment, likely resulting in compensation below a certain threshold.

 (iii)

 The Company uncovered potential misconduct by a former employee related
to a stock scheme, the impact of which is challenging to measure. Promptly upon discovery, the Company engaged external legal and consulting
resources for an internal investigation and reported the matter to the FBI. Legal action was initiated in New York and later transferred
to Nevada, but serving the former employee has proven difficult. Alternate service methods are being pursued. The Company's claim is one-sided,
without counterclaims. It expects a favorable judgment, likely resulting in compensation below a certain threshold, though investigations
into damages continue.

 Claims
filed by a form er employee against the Company

 (i)

 The Company received notifications
of employment-related charges filed by a former employee with the EEOC and the NLRB. The allegations involve various issues such as discrimination
and interference with employee rights. The Company provided responses to both agencies and is awaiting further developments. Due to limited
information on the former employee's arguments, the Company's assessment of liability potential remains inconclusive, but it does not
expect a significant impact on its financial position.

 Claim
filed by the Company based on Business Disparagement and Defamation

 An
internet blogger who posted defamatory information regarding the Company. The harm suffered as a result of this Internet Blogger's
actions is difficult to quantify, and has not yet been fully quantified. The company filed a legal action against the Internet Blogger
in Nevada State Court. The Internet Blogger has not appeared and we recently filed a motion for default judgment against him seeking
$ 50 K in damages. This is an affirmative claim and there are no counter or other claims being asserted against the Company. The Company
anticipates an immaterial judgment in its favor.

 F- 21

 Claim
filed against the Company by former COO

 The
Company's former Chief Operating Officer, terminated for cause after seven months of employment, filed a civil complaint in Nevada
alleging various claims against the Company and its directors. The amount sought by the former employee is unspecified. The defendants
(Company's Directors at the time) filed motions to dismiss certain claims, which were partially granted. The Company denied the allegations
and filed a counterclaim alleging fraud and breach of contract. Damages are still being investigated. The case is in the discovery phase,
and the former employee's deposition revealed potential evidence tampering, prompting the Company to prepare a motion. No trial date
is set, and the Company anticipates a favorable outcome.

 Claim
filed by Leader Capital High Quality Income Fund against the Company

 Leader
Capital is a shareholder of Company and has filed suit against Company and its transfer agent, Transfer Online, Inc. claiming Breach
of Duty to Register a Transfer of a Security, Conversion, Breach of Fiduciary Duty, Intentional Interference with Prospective Economic
Advantage. Plaintiff in said action seeks relief and monetary damages including compensatory damages, treble damages, punitive damages,
attorney's fees and costs. The Company has agreed to provide a defense to Transfer Online and we have been engaged in defending
the lawsuit. The discovery phase has not yet commenced, and it is difficult to quantify the potential for liability at this early stage
of the litigation. The Company doesn't believe
this will have a materially adverse effect on the Company's financial position.

 NOTE
12 – INCOME TAXES

 The
Company has not recorded any income tax expense for the years ended December 31, 2023, and 2022.

 F- 22

 Deferred
Tax Assets and Liabilities

 D eferred
income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred
tax assets for federal and state income taxes are as follows (in thousands):

 SCHEDULE
OF DEFERRED TAX ASSETS AND LIABILITIES

 Year Ended December 31,

 2023

 Deferred Tax Assets:

 Federal & State NOL Carryforward

 $
 13,238

 Research & Other Credits

 Capitalized R&D

 2,051

 Accruals, Reserve and Other

 Lease Liability

 2,907

 Stock Based Compensation

 1,716

 Total Gross DTA

 20,874

 Less: Val. Allowance

 ( 17,653
)

 Total Deferred Tax Assets

 3,221

 Deferred Tax Liabilities:

 Fixed Assets

 ( 441
)

 ROU Assets

 ( 2,780
)

 Total Gross DTL

 ( 3,221
)

 Net Deferred Tax Assets

 -

 A
valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will
not be realized. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.
A full review of all positive and negative evidence needs to be considered. The Company has established a full valuation allowance against
the net deferred tax assets as of December 31, 2023 due to historical losses and uncertainty surrounding the use of such assets. The
valuation allowance increased by $ 8,200 K between December 31, 2022 and December 31, 2023 primarily due to the generation of net
operating losses.

 As
of December 31, 2023 and 2022, the Company evaluated its net deferred tax asset of $ 0 and $ 9,454 K, respectively. The net deferred
tax assets decreased $ 9,454 K and increased by $ 6,838 K during the years ended December 31, 2023 and 2022, respectively, consisting primarily
of net operating loss carry forwards. The Company has determined a full valuation allowance of $ 17,653 K and $ 9,454 K was appropriate
as of December 31, 2023 and 2022, respectively.

 Net
Operating Loss and Tax Credit Carryforwards

 As
of December 31, 2023, the Company has net operating loss carryforwards for federal income tax purposes of approximately $ 63,000 K.
The federal net operating losses were all generated after 2017 and are not subject to expiration. The Company does not have any state
net operating loss carryforwards.

 The
Company has research credit carryforwards for federal income tax purposes of approximately $ 719.8 thousand as of December 31, 2023. The
federal credits begin to expire in 2041. The Company does not have any state credit carryforwards.

 Utilization
of some of the federal net operating loss and credit carryforwards may be subject to annual limitations due to the "change in ownership"
provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of
net operating losses and credits before utilization. The Company has not performed a Section 382 study as of December 31, 2023.

 Unrecognized
Tax Benefits

 The
Company recognizes a tax benefit from uncertain tax positions when it is more likely than not that the position will be sustained upon
examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Due to the existence
of the full valuation allowance, future changes in unrecognized tax benefits will not impact the Company's effective tax rate.
The Company does not foresee material changes to its liability for uncertain tax benefits within the next 12 months.

 The
Company files tax returns in the U.S. The Company is not currently under examination in any jurisdictions and all its tax years remain
effectively open to examination due to net operating loss carryforwards.

the years ended December 31, 2023 and 2022, no interest or penalties were required to be recognized relating for unrecognized tax benefits.
In the event the Company should need to recognize interest and penalties related to unrecognized income tax liabilities, this amount
will be recorded as an accrued liability and an increase to income tax expense.

 NOTE
13 – SUBSEQUENT EVENTS

 The
Company has evaluated subsequent events through April 1, 2024, the issuance date of these consolidated financial statements.

 Financing Agreement

 In
February 2024, we entered into an agreement with Slice by FNBO to provide financing of Accessory Dwelling Units (ADUs).

 Restricted
Stock Units

 Subsequent
to December 31, 2023, the Company forfeited 3,571 K RSU shares, and 2,435 K stock options as of April 1, 2024.

 Automation

 On
March 13, 2024, the Company formalized a notice to Brave Control Solutions Inc. ("Brave"), the primary vendor for new automation
equipment as Brave is in breach of Contract for failing to timely manufacture and deliver the equipment specified in the Contracts. We
understand that several of the delays were the result of Brave's failure to pay its vendors and suppliers. The Company has demanded
Brave to immediately accelerate its work and processes and complete its performance under the Contracts as soon as possible. While this
delays the rollout of the new Casita Generation 2 production, the Company continues to produce Casita Generation 1 units.

 F- 23

 Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 Limitations
on Effectiveness of Controls and Procedures

 The
term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), refers to controls and procedures that are designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it
files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive
and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.

 In
designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design
of disclosure controls and procedures must reflect the fact there are resource constraints and management are required to apply judgment
in evaluating the benefits of possible controls and procedures relative to their costs.

 Evaluation
of Disclosure Controls and Procedures

 Management,
with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated as of the end of the period covered
by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act of 1934). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure
controls and procedures were effective as of December 31, 2023.

 Management recognized that during the preparation of our December 31, 2023,
Financial Statements, the Company recorded material post close adjustments related to stock-based compensation and other items. See
the "Changes in Internal Control Over Financial Reporting."

 Internal
Control Over Financial Reporting

 This
annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation
report of the Company's registered public accounting firm due to a transition period established by rules of the Securities and
Exchange Commission for newly public companies.

 Changes
in Internal Control Over Financial Reporting

 The
Company has made significant investments in talent including
the addition of a new Chief Financial Officer and a new Controller, both of whom had extensive careers in public accounting as well as
previous finance and controllership roles in Fortune 100 Companies. The Company has also invested significant resources into market-leading
systems that improve operational efficiency in areas such as: accounting, spend management, inventory control, sales, investor relations,
and human resources. The investment into these systems aims to generate enterprise-wide transparency and support the Company's internal
controls.

 Item
9B. Other Information.

 (a)
None.

 (b)
 None of the Company's officers or directors have entered into a contract, established a plan, or issued instructions that provides
for the purchase or sale of any equity securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)
of the Exchange Act.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 In
connection with a 2023 exercise to improve the Company's corporate governance standards and apply additional independent oversight
of the Company's policies and operations, five directors have been duly appointed to serve a one-year term as of June 16, 2023
until June 15, 2024. The Company has charged the directors with adopting governance policies to comply with the Sarbanes-Oxley Act of
2002 ("Sarbanes-Oxley"), and Securities and Exchange Commission ("SEC") rules relating to Sarbanes-Oxley, the
Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") and other corporate governance matters as described
more fully in Director Independence and Corporate Governance, below.

 As
of February 1, 2024, our directors, executive officers and significant employees were as follows:

 Name

 Position

 Age

 Term
 in Office

 Fulltime
 with the Company

 Executive
 Officers

 Paolo

 Founder
 and CEO

 Since
 December 2017

 Yes

 of Marketing

 Since
 December 2017

 Yes

 Martin
 Noe Costas

 Chief
 Financial Officer

 Since
 October 2023

 Yes

 Directors
 *

 Paolo

 Since
 June 2020

 Since
 June 2020

 David
 R. Cooper II

 Since

 Veronica
 Nkwodimmah Stanaway

 Since

 Gregory
 F. Ugalde

 Since

 Christopher
 J. Valasek

 Since

 Zvi
 Yemini

 Since

 Significant
 Employees

 Kyle
 Denman

 Senior
 Engineer

 Since
 December 2017

 Yes

 Directors,
Officers and Significant Employees

 Paolo
Tiramani, Founder and Chief Executive Officer, Director

 An
industrial designer and mechanical engineer, Paolo has over 150 patent filings which have generated more than $1 billion in retail sales.
Paolo founded BOXABL in 2017 and has funded BOXABL to date through his intellectual property investment company 500 Group Inc., which
has been in operation since 1986. Paolo also founded Supercar System in 2014. Paolo moved operations to Las Vegas, Nevada five years
ago for its strategic location, business and tax climate to develop the BOXABL project into an operating company. Paolo and Galiano Tiramani
are father and son.

Tiramani, Founder and Director of Marketing, Director

is a serial entrepreneur who has founded several successful startups. Notably, a cryptocurrency exchange and bitcoin ATM network that
was founded in 2014 and later sold. He also founded and operated a large green farming and processing facility in Northern California
before moving to Las Vegas to pursue BOXABL full time. Galiano holds a bachelor's degree in business. Paolo and Galiano Tiramani
are father and son.

 Martin
Noe Costas, Chief Financial Officer

 Martin
Costas is a highly accomplished and visionary leader with an exceptional decade-long track record of strategic and operational excellence.
With a solid foundation from over 8 years with public accounting with PwC and over 15 years with Fortune 500 companies, Martin has consistently
demonstrated his strategic prowess and operational acumen. His most recent position was as CFO with Honeywell Process Solutions, a $4
billion+ global business pioneer in automation control, instrumentation, and services, where he served as CFO from 2022 until October
2023. Prior to this role, he served 3 years (2019 – 2022) as CFO at Nexans Amercable, a global leader in jacketed electrical power,
control, and instrumentation cable. From 2017 to 2019 Martin led a Fortune 100 finance transformation as Global Process Owner with Sysco.
Prior to that time, he spent over 9 years with SLB (formerly Schlumberger) where he led the finance function of a $6billion+ global Business
as the Drilling Solutions Global Controller. Martin has a robust academic foundation, including an MBA from Universit t de Barcelona
and a bachelor's degree from Universidad Argentina De La Empresa (UADE), combines academic rigor with practical expertise. His
global perspective, fluency in multiple languages, and commitment to excellence continue to make him a trailblazing leader in the business
world.

 David
R. Cooper II, Director

 David
is a self-styled "super connector" in the global industrialized construction sector who has built a multimedia highway of
case studies featuring industry leaders who drive business forward. He has spent the last four years touring smart cities, net zero master
planned communities, manufacturing facilities, skills training academies, job sites and more seeking out emerging building products,
technology and advanced building processes across the United States, Europe and the United Kingdom. Since February 2020, David has served
as host of Dave Cooper Live, LLC, an online talk show about technology, innovation and evolution of construction business. From November
2010 to October 2020, David was Managing Director at Connecticut Valley Homes, a New England based builder using volumetric modular construction
for custom homes and commercial projects. David believes that changes for the greater good of the building manufacturing industry and
those working in it will have a significant impact on our environment and people everywhere.

 Veronica
Nkwodimmah Stanaway, Director

 Veronica
is a financial professional with a solid track record in accounting, finance, and tax. She is an innovative thinker with strong leadership
skills, excellent communication skills and a history of working with all organizational levels to implement change and improve operational
performance and company value. Since February 2023, Veronica has served as Interim CFO with Oakcliff Capital Partners LP, an investment
management fund that invests in publicly traded securities, where she managed all financial accounts and operations of the fund. Veronica
shifted focus to family and social causes beginning in 2014 and has volunteered her time, raising funds, and providing other services
with the following organizations: Bronxworks from 2016 to present; Croton PTA, Schools and Community Organizations from September 2019
to present, Harry Chapin Memorial Run Against Hunger volunteer and Board Member from March 2022 to present. Veronica also has depth of
leadership experience based on her service as Senior Manager of Financial Services in Ernst & Young's Bangalore offices between
January 2010 and July 2012, during which time she managed a staff of over 250; conducted recruitment, training, yearly budget and staffing
projections, review of compensation, and was recognized for "Exceptional Client Service" in her first year of leading the
India practice.

 Gregory
F. Ugalde, Director

 Gregory
is the President and Chief Legal Officer of T&M Building Co, Inc., based out of Torrington, CT, where he is responsible for company
operations related to home building and land development, a role he has held since April 1994. He has specific experience with legal
issues associated with home building and the formation of community developments. His prior experience includes founding legal practices
associated with all aspects of land use and development. Gregory is also founder and owner of GFU Investments, LLC, a multifaceted builder
and developer of minority-owned businesses concentrating on urban development and affordable housing in Connecticut's cities. In
addition to service as Chairman of the National Association of Home Builders ("NAHB") in 2019, he has served the NAHB in
numerous capacities, including NAHB Immediate Past Chairman 2020-2021, NAHB Board of Directors since 2003, Legal Action Committee and
Legal Action Network for Development Strategies from 2000 - 2020, Green Building Task Force 2010-2013, and NAHB Budget and Finance Committee
Chair and Vice Chair during 2017 chairman and 2014, respectively.

 Christopher
J. Valasek, Director

 Chris
currently serves as Senior Director of Product Security at Cruise LLC, an American self-driving car company headquartered in San Francisco,
CA, a position he commenced in March 2023. Prior to that, Chris served at Cruise as Director of Product Security between October 2020
and March 2023; Director of Security, Autonomous Vehicle, between July 2020 and October 2020; and Principal Autonomous Vehicle Security
Architect/Engineering Manager between August 2017 and July 2020. Chris is best known for his automotive security research, including
a critically acclaimed remote attack of a well-known vehicle brand via its "UConnect" media system. He has also publicly
demonstrated many security vulnerabilities in various applications, with a particular focus on Microsoft Windows heap exploitation. Mr.
Valasek has experience in all aspects of technical security involving information technology. He was adjunct faculty between January
2013 and June 2020 at Carnegie Mellon University in the Heinz College of Information Systems and Public Policy.

 Zvi
Yemini, Director

 Zvi
is an entrepreneur, industrialist, inventor and community activist from Israel, and the founder of The ZAG Industries, Ltd., Hydro Industry
and Polymer Logistics. Zvi has experience with many public companies, including as chairperson of TechCare Ltd, a company formerly listed
on the New York Stock Exchange, between September 2021 to the present. He also began serving on the board of Skenkar Design College beginning
in January 2012, and served as chairperson between September 2014-September 2017, as well as on the board of YMY Industries Ltd. on December
1998. Zvi also served as a director of The Peres Center for Peace from September 2000-September 2017. He also has served on the board
of Nanomedic Technology Ltd. since November 2018. He serves as partner and investor to several additional companies that are involved
in innovative developments in the fields of medicine, electronics, nanoparticles and ignition.

 Kyle
Denman, Founder and Senior Engineer

 Kyle
is the senior engineer spearheading development of the BOXABL technology, and joined BOXABL in 2017 following first working with Paolo
at Supercar System, where he started in 2016. A graduate in Mechanical Engineering from Stonybrook University, he holds over 20 civil
engineering and automotive mechanical patents. Kyle has been swinging a hammer since he was 12 years old for his family-owned construction
company and brings a deep understanding of all field issues with the industry combined with substantial engineering skills.

 Involvement
in Certain Legal Proceedings

 By
complying with all requirements of his probation and state law, on August 21, 2023, the Superior Court in the County of Lake agreed to
dismiss the convictions and vacated the pleas of Galiano Tiramani's nolo contendere. On July 10, 2019, Mr. Tiramani, who currently
serves as Director of Marketing and as a Director on the Company's Board of Directors, entered a "Nolo Plea" in the
Superior Court of California (County of Lake) resulting in a conviction of a misdemeanor for possession of marijuana for sale under California's
Health and Safety Code Section 11359 ("HS 11359").

 Corporate
Governance

 On
June 16, 2023, the Company's controlling stockholders elected five new and independent members to the Board of Directors, each
identified in our table of executive officers and directors (above). The Board is now comprised of a majority of independent directors
as determined under the listing standards of the Nasdaq Listing Rule 5605(a) – (e). As described in more detail below, our independent
directors also serve on the Company's Audit, Compensation and Nominating and Corporate Governance Committees.

 In
consideration of the foregoing, the Board has created the following committees, which charges and responsibilities are as described below:

 Nominating
and Corporate Governance Committee

 Our
Nominating and Corporate Governance Committee is comprised of Paolo Tiramani, Galiano Tiramani, Zvi Yemini, and Gregory Ugalde. The Nominating
and Corporate Governance Committee is responsible for, among other things:

 Identifying
 individuals qualified to become directors consistent with criteria approved by the Board and recommend to the Board the qualified
 candidates for directorships to be filled by the Board or by the stockholders;

 Overseeing
 the evaluation of the Board and key management;

 Developing
 and recommending to the Board a set of corporate governance principles applicable to the Company;

 Oversight
 of the Company's practices and strategy as it pertains to the following (each of which may be considered an ESG mandate:

 Workforce
 health and safety;

 Human
 capital management;

 Energy
 efficiency and the environmental impact of the Company's homebuilding process;

 Home
 affordability, business ethics and compliance; and

 Data
 privacy and protection.

Committee

 Our
Compensation Committee is comprised of David Cooper, Veronica Nkwodimmah Stanaway, Gregory Ugalde, Christopher Valasek, and Zvi Yemini.
The Compensation Committee is responsible for, among other things:

 Determining
 corporate goals and objectives relevant to the non-independent directors and other executive officers;

 Determining
 the compensation of all executive officers and non-independent directors based upon their performance relative to the established
 goals and objectives;

 Monitoring
 incentive and equity-based compensation plans; and

 Preparation
 of any required annual report on executive compensation.

 Audit
Committee

 Our
Audit Committee is comprised of David Cooper, Veronica Nkwodimmah Stanaway, and Gregory Ugalde. The Audit Committee is responsible for,
among other things:

 Assisting
 the Board in fulfilling its oversight responsibilities relating to:

 The
 integrity of the Company's consolidated financial statements;

 The
 Company's compliance with legal and regulatory requirements;

 The
 qualifications and independence of the Company's Independent Auditor; and

 The
 performance of the Company's internal audit function and independent auditor; and

 Preparation
 of any required annual report of the Audit Committee.

 Ms.
Stanaway qualifies as an audit committee financial expert, as that term is defined under SEC rules, and possesses financial sophistication
as defined under Nasdaq rules.

 Code
of Ethics

 The
Company has adopted a Code of Ethics and Business Conduct that applies to all of its employees, executive officers, including its chief
executive officer, chief financial officer, controller, and directors.

 Communications
with the Board of Directors

 The
Company's stockholders or other interested party may contact the Board members individually or as a group by writing to the Director
of Client Relations at BOXABL Inc., 5345 E. N. Belt Road, North Las Vegas, NV 89115, with a request to forward the communication to the
intended recipient or recipients. In general, any stockholder communication delivered to the Director of Client Relations for forwarding
to the Board or specified Board member or members will be forwarded in accordance with the stockholder's instructions. However,
the Director of Client Relations reserves the right not to forward to Board members any abusive, threatening, or otherwise inappropriate
materials. Information regarding the submission of comments or complaints relating to our accounting, internal accounting controls, or
auditing matters can be found on our website at  BOXABL.com/contact-us.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Securities Exchange Act of 1934, as amended (Exchange Act), and the rules of the Securities and Exchange Commission (SEC)
require our directors, executive officers, and persons who own more than 10% of our Common Stock, Non-Voting Series A Preferred Stock,
Non-Voting Series A-1 Preferred Stock, Non-Voting Series A-2 Preferred Stock, and Non-Voting Series A-3 Preferred Stock to file reports
of their ownership and changes in ownership of our Common Stock with the SEC. Based solely on our review of the reports filed during
2023, we determined that no director, executive officer, or beneficial owner of more than 10% of our Common Stock failed to file a report
on a timely basis during 2022.

 Item
11. Executive Compensation.

 The
following discussion and analysis of compensation arrangements should be read with the compensation tables and related disclosures set
forth below. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future
compensation programs. The actual compensation programs that we adopt may differ materially from the programs summarized in this discussion.

 For
the fiscal years ended December 31, 2023, and 2022 the Company compensated our three highest-paid executive officers as follows:

 Name
 and principal position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 awards ($)

 Option
 awards ($)

 Non-equity
 incentive plan compen- sation ($)

 Non-qualified
 deferred compensation earnings ($)

 All
 other compensation ($)(1)

 Total
 ($)

 Paolo Tiramani,

 2023

 $

 $

 $

 $

 Chief Executive Officer

 2022

 $

 $

 $

 Galiano Tiramani,

 2023

 $

 $

 $

 (2)

 $

 Director of Marketing

 2022

 $

 $

 $

 (3)

 $

 Martin Noe Costas,

 Chief Financial Officer

 2023

 (4)

 $

 (4)

 $

 $

 5,714

 (5)

 $

 5,958

 (1)

 Excludes
 all amounts paid by the Company to Build IP, LLC as part of its licensing agreement. Build IP, LLC became a subsidiary of BOXABL
 on June 15, 2023, and the licensing agreement is now void.

 (2)

 Composed
 of $49K costs for security equipment and installation for the Director of Marketing and his family to address safety concerns
 due to specific threats arising directly as a result of his position with the Company, and $9K costs related to use of the Company's
 vehicle (see note 3, below).

 (3)

 Reflects
 expense related to the cost of the Company's vehicle, including sales tax.

 (4)

 Reflects
 compensation to Mr. Costas during 2023, which employment commenced October 2, 2023. For a complete description of his employment
 agreement, see Employment Agreements with Key Executives.

 (5)

 Represents
 the aggregate grant date fair value of 7,143K Restricted Stock Units ("RSUs") computed in accordance with FASB ASC
 Topic 718. This amount does not reflect the actual economic value realized by the named executive officer. For additional information
 see the table Outstanding Equity Awards at Fiscal Year End (below).

 Principal
Elements of Compensation

 The
compensation of the Company's executive officers comprises of the following major elements: (a) base salary; (b) an annual, discretionary
cash bonus; (c) long-term equity incentives, consisting of stock options, restricted stock awards, performance compensation awards and/or
other applicable awards granted under the Company's equity incentive plan (the "Equity Incentive Plan") and any other
equity plan that may be approved by the Board from time to time, and (d) perquisites. These principal elements of compensation are described
below.

 Base
Salaries

 Base
salary is provided as a fixed source of compensation for our executive officers. Adjustments to base salaries will be reviewed annually
and as warranted throughout the year to reflect promotions or other changes in the scope of breadth of an executive officer's role
or responsibilities, as well as to maintain market competitiveness.

 Annual
Bonuses

 Annual
bonuses may be awarded based on qualitative and quantitative performance standards and will reward performance of our executive officers
individually. The determination of an executive officer's performance may vary from year to year depending on economic conditions
and conditions in the housing industry and may be based on measures such as stock price performance, the meeting of financial targets
against budget, the meeting of acquisition objectives and balance sheet performance.

 Perquisites

 In
approving perquisites to our executive officers, the Board considers a number of factors, including the use of the perquisite in connection
with the Company's marketing efforts via social media in addition to the executive officer's personal use.

 Employment
Agreements with Key Executives

 Effective
January 1, 2023, the Company entered into employment agreements with our CEO, Paolo Tiramani, and Director of Marketing, Galiano Tiramani.
Under the terms of the agreements, each will receive an annual base salary of $595K, which may be modified at the discretion of the
Board. They will both be eligible for an annual bonus determined in the sole discretion of the Board and based, in part, on the performance
of the executive and of the Company during the calendar year. The bonus is not earned until paid, and if terminated prior to payment
will not be pro-rated. The agreements also provide for vacation at the discretion of the executive subject to the Company's demands,
reimbursement of business expenses, and use of Company employees for tasks outside the course and scope of that employee's employment
with a provision for reimbursement of the Company at the employee's current hourly rate. Other benefits include personal security
services, including assignment of security personnel, for the executives and their immediate families, and an automobile for the executive's
personal and business use with maintenance, insurance and gas paid for by the Company. The agreements also provide for the executives
to field test Company products and product components in their personal homes. The agreements provide for at-will employments and will
terminate upon death or upon fourteen days written notice from the Company in the event of disability.

 Mr.
Costas has an at-will employment agreement under which he receives a salary of $325K per year and a stock grant (subject to vesting
period and other terms and conditions described below), and a relocation benefit of $28K. The $5,714K stock grant to Mr. Costas
consists of a total of 7,143K Restricted Stock Units ("RSUs") granted under the Company's Amended 2021 Stock Incentive
Plan. The RSUs will fully vest on October 2, 2026, and, become subject to monetization, upon 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 (collectively, a "Qualifying Transaction"). T he
RSUs will be settled in shares of the Company's Common Stock and a cash payment made in a single sum within fifteen business days
after the closing of a Qualifying Transaction. 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. For details see Exhibits 10.17 and 10.18 to
this Annual Report.

Incentive Plan

 On
October 4, 2021, the Board authorized, and the stockholders approved, the Company's Amended 2021 Stock Incentive Plan (the "Plan"),
which allows for the award of Options to purchase Common Stock, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units ("RSUs"),
and Stock Grants. Pursuant to a 10-for-1 stock split in November 2021, the Plan had 150,000K shares available for issuance. During
the years ended December 31, 2023 and 2022, the Board had granted 1,357K and 18,307K stock options to purchase shares of Common
Stock, respectively, of which 939K vested immediately upon issuance. The remainder vest over periods ranging from 28 to 36 months
and expire ten years from the date of grant.

 In
2023, the Board granted 54,357K RSUs. No RSUs were granted during fiscal year 2022. As of December 31, 2023, 60,500K RSUs were
outstanding. For fiscal year 2022, 17,857K RSUs were outstanding.

 The
Plan provides continual motivation for our officers, employees, consultants and directors (the "Participants") to achieve
our business and financial objectives and align their interests with the long-term interests of our shareholders. The Plan also provides
an incentive to attract, retain and reward certain employees, non-employee directors, and consultants to the Company or an Affiliate.
The Plan is administered by the Board of Directors, and awards are made by the Board in its sole discretion.

 Stock
option grants will have an exercise price equal to the fair market value of the Common Stock on the date of grant and expire ten years
from the grant date unless an earlier time is set in the award agreement. The Board also has discretion to set terms for vesting, performance
goals or other conditions precedent to the exercise of the stock option. If the Participant's employment or services is terminated
for cause all unexercised stock options immediately lapse even if vested; otherwise, participants have three months following termination
of employment to exercise vested options. Holders of 10% or more of the Company's combined voting power of all classes of the Company's
securities will have an exercise price not less than 110% of the fair market value on the date of grant and shall be exercisable for
no more than five years from the date of grant.

of Directors

 In
June 2023, five new, independent directors were elected by the majority stockholders. During the remainder of fiscal year 2023 and through
June 2024, we expect our directors to receive the following compensation under the terms of their board participation agreements:

Compensation for June 2023 through June 2024

 Name

 Fees earned or paid in cash ($)(1)

 Stock awards ($)(2)

 Option awards ($)

 Non-equity incentive plan compensation ($)

 Nonqualified deferred compensation earnings
 ($)

 All other compensation ($)

 Total
 ($)

 Paolo Tiramani

 $

 $

 $

 $

 $

 $

 $

 Galiano Tiramani

 $

 $

 $

 $

 $

 $

 $

 David R. Cooper II

 $

 $

 $

 $

 $

 $

 $

 Veronica Nkwodimmah Stanaway

 $

 $

 $

 $

 $

 $

 $

 Gregory F. Ugalde

 $

 $

 $

 $

 $

 $

 $

 Christopher J. Valasek

 $

 $

 $

 $

 $

 $

 $

 Zvi Yemini

 $

 $

 $

 $

 $

 $

 $

 (1)

 This
 is an annual fee payable in increments of $100K per quarter.

 (2)

 Represents
 initial grants of 57K Restricted Stock Units ("RSUs") under the Company's Amended 2021 Stock Incentive Plan.
 Vesting occurred upon issuance of the stock grants. 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
 ceases to be a Director of the Company or the date of the consummation of a Qualifying Transaction. The portion of any unvested RSUs
 will be forfeited upon termination of service as a Director to the Company, and such portion shall be cancelled 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.

 Under
the terms of the directors' participation agreements, awards of Restricted Stock Units will be revisited as terms of service mature.
Each non-employee director is entitled to reimbursement for reasonable expenses relating to his or her service on the Board and any committee,
including travel, meals, and other related expenses.

Committee and Insider Participation

 From
January 1 through June 16, 2023, the Company did not have a compensation committee or any other committee performing equivalent functions
of a compensation committee. Paolo Tiramani, our Chief Executive Officer, and Galiano Tiramani, Director of Marketing, each in his capacity
as a Director serving on the Board, participated in deliberations of the Board concerning executive officer compensation and were employed
by the Company. Beginning June 16, 2023, the Company's Compensation Committee was established. Our CEO and Director of Marketing
are not members of the Compensation Committee and no longer participate in deliberations concerning executive officer compensation.

 Outstanding
Equity Awards at Fiscal Year-End

 Stock
 Options

 Stock
 Awards

 Name

 of securities underlying unexercised options (#) exercisable (1)

 of securities underlying unexercised options (#) unexercisable (1)

 incentive plan awards: Number of securities underlying unexercised unearned options (#)

 Option
 exercise price ($)

 Option
 expiration date

 of shares or units of stock that have not vested (#)

 Market
 value of shares or units of stock that have not vested ($)

 incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) (1)

 incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (2)

 Paolo

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Martin
 Noe Costas

 -

 -

 -

 -

 -

 -

 -

 7,143
 (3)

 $
 5,714

 (1)

 All
 equity awards reported in this table were granted pursuant to the Company's Amended 2021 Stock Incentive Plan.

 (2)

 The
 Company does not have an active trading marketing for its securities. Accordingly, value reported in this column is based on grant
 date value in accordance with FASB ASC Topic 718.

 (3)

 Mr.
 Costas was granted Restricted Stock Units ("RSUs") on October 2, 2023, which vest on October 2, 2026. After vesting,
 the RSUs become subject to monetization 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 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. The RSUs will be settled in shares of the Company's Common
 Stock and a cash payment made in a single sum within fifteen business days after the closing of a Qualifying Transaction. 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.

 Long-Term
Incentive Plans

 There
are no arrangements or plans in which we provide pension, retirement or similar benefits.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table displays, as of December 31, 2023, the voting securities beneficially owned by (1) any individual director or officer
who beneficially owns more than 5% of any class of our capital stock entitled to vote, (2) all executive officers and directors as a
group and (3) any other holder who beneficially owns more than 5% of any class of our capital stock entitled to vote:

 Title of class

 Name and address of beneficial owner

 Amount and nature of beneficial ownership

 Amount and nature of beneficial ownership acquirable

 Percent of class

 Common Stock

 Paolo Tiramani(1)

 2,213,755,800 shares of Common Stock (2)

 -

 73.7919
 %

 Common Stock

 Galiano Tiramani(1)

 779,389,600 shares of Common Stock (3)(4)

 -

 25.9797
 %

 Common Stock

 Officers and Directors as a Group

 2,993,145,400 shares of Common Stock (5)

 -

 99.7715
 %

 (1)
C/O BOXABL INC., 5345 E. No. Belt Rd., North Las Vegas, NV, 89115.

 (2)
Includes 1,087,800K shares of Common Stock owned by the Paolo Tiramani 2020 Family Gift Trust.

 (3)
Includes 397,800K shares of Common Stock owned by the Galiano Tiramani 2020 Family Gift Trust and 2,500K shares of Common Stock
owned by the Dechomai Asset Trust.

 (4)
Includes 5,634K Non-Qualified Stock Options owned by spouse that are fully vested, have an exercise price of $0.071 and expire October
4, 2031.

 (5)
Does not include 10K shares of Common Stock underlying Restricted Stock Units that vested for each of the five new directors on July
1, 2023, amounting to a total of 50K shares of Common Stock. For details regarding vesting terms, see Compensation of Directors
and Officers – Compensation of Directors.

 Item
13. Certain Relationships and Related Transactions and Director Independence.

 The
following transactions were approved by the full Board of Directors that were serving at the time of approval. The Board is aware of
the other commitments and interests of its members when determining whether to approve of any related party transaction.

 Intellectual
Property License Agreement and Merger of BOXABL with Affiliated Company

 On
June 16, 2020, and subsequently amended in November 2021, BOXABL entered into an exclusive license agreement with Build IP, a subsidiary
of 500 Group, which is controlled by BOXABL's founder and CEO, Paolo Tiramani. Pursuant to the license agreement, BOXABL will pay
a license fee of 1% of the net selling price generated from the sale of its Casitas to Build IP. As of December 31, 2022 and 2021, $110K
and $20K were recorded as royalty expense in BOXABL's consolidated financial statements accompanying this Annual Report. On
June 15, 2023, the Company engaged in an all-stock statutory merger with 500 Group in which the Company exchanged 37,500K shares of
its Non-Voting Series A-2 Preferred Stock for 500 Group's 100 outstanding shares of Common Stock in a transaction valued at $30,000K.
As a result of this merger, 500 Group and Build IP are wholly owned by BOXABL, and their assets, including the intellectual property
held by Build IP, are now owned by BOXABL. Accordingly, the license agreement between BOXABL and Build IP is now void. For details, see
Exhibit 10.7 to this Annual Report.

 Supercar
System, Inc. Services Agreement

 Effective
as of January 1, 2023, the Company and Supercar System entered into a services agreement under which the Company will provide, or will
cause third parties to provide, employee services in connection with Supercar System's business. Supercar System will be required
to reimburse the Company for the value of the time spent by a BOXABL employee rendering services to Supercar System based on that employee's
wages at the Company and for the fair market value of any goods or materials consumed in the course of performing such services. The
Company can decline requests by Supercar System for any good faith reason. Supercar System is controlled by the Company's CEO,
Paolo Tiramani. As of December 31, 2023, Supercar System does not have any amounts due to BOXABL. For more details, see also Exhibit
10.13 to this Annual Report.

 Supercar
System, Inc. Lease Agreement

to an agreement dated April 12, 2023, but effective as of January 1, 2023, the Company will lease to Supercar System 11,970 square feet
located in the Company's main property located at 5435 E. N. Belt Road, Las Vegas, Nevada for $7K per month. The agreement
terminates December 31, 2026 unless otherwise amended in writing by the parties, and the Company retains the right to unilaterally terminate
the agreement upon thirty days written notice. Supercar System is controlled by the Company's CEO, Paolo Tiramani. See Exhibit
10.14 to this Annual Report.

 Consulting
Agreement with a Member of the Board of Directors

 The
Company's former director, Hamid Firooznia, provided consulting services to the Company during the fiscal year ended December 31,
2022. There was no written agreement for the services provided in 2022. Mr. Firooznia was compensated in the amount of $210K for those
consulting services.

 Provision
of Professional Services to our CEO and Majority Stockholder

to Paolo Tiramani's employment agreement, BOXABL occasionally provides professional services to the majority shareholder and CEO
for work outside of BOXABL's core business. The labor cost is invoiced by the Company at a markup and recorded as Other Income.
The amount paid to the Company totaled $40K, and the Company recognized $19K as Other Income for the year ended December 31, 2023.

Independence

 For
information concerning our independent directors, see above Item 10. Directors, Executive Officers and Corporate Governance.

 Item
14. Principal Accountant Fees and Services.

 For
 the years ended

 (In
 Thousands)

 31,

 2023
 (1)

 31,

 2022
 (1)

 Audit fees (2)

 $

 $

 Audit-related fees (3)

 $

 $

 Tax fees (4)

 $
 -

 $

 All other fees (5)

 $
 -

 $
 -

 Total fees

 $

 $

 (1)

 The
 Company engaged dbbmckennon as the Company's independent accounting firm for the fiscal years ending December 31, 2023 and
 2022.

 (2)

 Audit
 fees consist of the fees billed for each of the last two fiscal years for professional services rendered by the principal accountant
 for the audit of the Company's annual financial statements and review of financial statements in our Form 10-Q or services
 that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal
 years.

 (3)

 Audit-related
 fees consist of the fees billed in each of the last two fiscal year for assurance and related services by the principal accountant
 that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported
 under "Audit fees."

 (4)

 Tax
 fees comprise fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax
 planning. These services include tax preparation for fiscal year 2023 and tax preparation for fiscal year 2022.

 (5)

 All
 other fees comprise fees for products and services provided by the principal accountant other than those specified in audit, audit-related
 and tax fees.

 PART
IV

 Item
15. Exhibit and Financial Statement Schedules.

 We
have filed the following documents as part of the Form 10-K:

 1.
Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets

 Consolidated Statements of Income

 Consolidated Statements of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 2.
Financial Statement Schedules

 All
schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of
the schedule, or the required information is otherwise included.

 3.
Exhibits

 Exhibit

 Exhibit

 Description

 Form

 File
 No.

 Exhibit

 Filing
 Date

 Filed
 Herewith

 3.1

 Fifth Amended and Restated Articles of Incorporation

 3.1

 8, 2023

 3.2

 Bylaws

 1-A
 POS

 024-11419

 2.2

 September
 19, 2022

 4.1

 Form of Fourth Amended and Restated Stockholders Agreement

 4.1

 8, 2023

 10.1

 Facilities Lease Agreement

 1-A
 POS

 024-11419

 6.2

 September
 19, 2022

 10.2

 Initial Purchase Orders and Related Agreements

 1-A
 POS

 024-11419

 6.4

 September
 19, 2022

 10.3

 Form of Room Module Order Agreement

 1-A
 POS

 024-11419

 6.5

 September
 19, 2022

 10.4

 Amendment No. 1 to 2021 Stock Incentive Plan

 1-A

 024-12402

 6.5

 February
 23, 2024

 10.5

 Employment Agreement of Paolo Tiramani+

 10.6

 10.6

 Employment Agreement of Galiano Tiramani+

 10.7

 10.7

 Merger Agreement

 10.8

 10.8

 Purchase Agreement with Pronghorn Services LLC

 10.9

 10.9

 Amendment No. 1 to Facilities Lease Agreement

 10.10

 10.10

 Amendment No. 2 to Facilities Lease Agreement

 10.11

 10.11

 Amendment No. 3 to Facilities Lease Agreement

 10.12

 10.12

 Lease Agreement for Second Manufacturing Facility

 10.13

 10.13

 Supercar System, Inc. Services Agreement

 10.15

 10.14

 Supercar System, Inc. Lease Agreement

 10.16

 10.15

 Form of Award for Employees

 10.17

 10.16

 Form of Award for Directors

 10.18

 10.17

 Martin Noe Costas Offer Letter+

 10.1

 October
 13, 2023

 10.18

 Restricted Stock Unit Agreement between the Company and Martin Noe Costas

 10.2

 October
 13, 2023

 10.19

 Cooperation Agreement with Elevate. Money, Inc.*

 10.21

 8, 2023

 14.1

 Code of Ethics

 X

 31.1

 Certification of Paolo Tiramani, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 X

 31.2

 Certification of Martin Noe Costas, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 X

 32.1

 Certification of Paolo Tiramani, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 X

 32.2

 Certification of Martin Noe Costas, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 X

 *
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

 +
Management contract or compensatory plan or arrangement.

 Item
16. Form 10–K Summary.

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 (Registrant)
BOXABL Inc. ________________________________________________________________

 By
(Signature and Title)* /s/ Paolo Tiramani, Chief Executive Officer _________________________________

 Date
April 1, 2024 _______________________________________________________________________

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

 By
(Signature and Title)* /s/ Paolo Tiramani, Chief Executive Officer and Director _____________________________

 Date
April 1, 2024 __________________________________________________________________________

 By
(Signature and Title)* /s/ Martin Noe Costas, Chief Financial Officer and Principal Accounting Officer ___________

 Date
April 1, 2024 _____________________________________________________________________

 By
(Signature and Title)* /s/ Galiano Tiramani, Director ____________________________________________

 Date
April 1, 2024 ____________________________________________________________________

 By
(Signature and Title)* /s/ David R. Cooper II, Director __________________________________________

 Date
April 1, 2024 ____________________________________________________________________

 By
(Signature and Title)* /s/ Veronica Nkwodimmah Stanaway, Director _______________________________

 Date
April 1, 2024 ___________________________________________________________________

 By
(Signature and Title)* /s/ Gregory F. Ugalde, Director _________________________________

 Date
April 1, 2024 _______________________________________________________________

 By
(Signature and Title)* /s/ Christopher J. Valasek, Director _________________________________________

 Date
April 1, 2024 ______________________________________________________________________

 By
(Signature and Title)* /s/ Zvi Yemini, Director _______________________________________________

 Date
April 1, 2024 _________________________________________________________________________