What changed in this filing

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Item 4. Controls and Procedures

2026-08-21 compared with 2026-05-14 · 38 added, 11 removed, 1 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted 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 in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

Changes in Internal Control Over Financial Reporting

During the three months ended March 31, 2026, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

LEGAL PROCEEDINGS.

RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted 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 in our reports filed or submitted under the Exchange Act is accumulated and communicated

to our management, including, as of June 30, 2026, Larry G.

Swets, Jr., our then-Chief Executive Officer, and Hassan R.

Baqar, our then-Chief Financial Officer,

to allow timely decisions regarding required disclosure.

of Disclosure Controls and Procedures

required by Rules 13a-15 and 15d-15 under the Exchange Act, Larry G.

Swets, Jr., our then-Chief Executive Officer, and Hassan R.

our then-Chief Financial carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures

as of June 30, 2026.

Based upon their evaluation, our then-Chief Executive Officer and then-Chief Financial Officer concluded that our

disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

in Internal Control Over Financial Reporting

the six months ended June 30, 2026, there has been no change in our internal control over financial reporting that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

connection with the Mergers, the Company’s financial statements for the period ended June 30, 2026 were prepared following the

Closing, utilizing personnel, processes, and systems that are now part of the Company’s combined control environment, which includes

personnel and processes previously used by Legacy BOXABL.

Legacy BOXABL previously disclosed material weaknesses in its internal control

over financial reporting, which remain unremediated as of the date of this Quarterly Report.

Because the Company’s financial statements

for the period covered by this Quarterly Report were prepared using this control environment, these material weaknesses should be considered

in evaluating the reliability of the financial reporting process used to prepare this Quarterly Report, notwithstanding that the reported

period predates the Closing.

For a description of these material weaknesses, see Item 9A of BOXABL Inc.’s most recent Annual Report

on Form 10-K, filed with the SEC on March 27, 2026.

Control and Procedures of Legacy Boxabl

Management of Legacy Boxabl evaluated the effectiveness of its disclosure controls and procedures as of June 30,

2026 and concluded that Legacy Boxabl’s disclosure controls and procedures were not effective at the reasonable assurance level

due to the material weaknesses in the design and operation of effective Information Technology General Controls (“ITGC”)

over certain key financial IT systems and of certain business process controls over the preparation and timely review of financial statements

and disclosures described below.

Please see “Controls and Procedures” in Exhibit 99.2 hereto.

II – OTHER INFORMATION

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures