BOXABL Inc. 10-Q

ITEM 5. OTHER INFORMATION. In connection with the Business Combination, the Company reincorporated in Texas and amended its Bylaws. The amended Bylaws set forth procedures for stockholder to bring business before an annual meeting, including with respect to nominees to the Company’s board of directors. For further information, please see the Company’s Bylaws filed as Exhibit 3.2 hereto and incorporated herein by reference. On August 3, 2026, the Company entered into a Fifth Amendment to its Facilities Lease with respect to the Building 1 Premises (174,250 square feet) located at 5345 East North Belt Road, North Las Vegas, NV, to extend the lease term to December 31, 2031. The amendment does not extend the term of the separate lease for the Building 2 Premises (114,613 square feet) located at 5445 East North Belt Road. The amendment provides for a monthly rent of approximately $157,000 for the Building 1 Premises, increasing annually and with several monthly abatements. The terms of the Facilities Lease, as amended are detailed in Exhibit 10.10 to this quarterly report on Form 10-Q and are incorporated by reference herein. 28 ITEM 6. EXHIBITS. The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report. No. Description of Exhibit 2.1 * Agreement and Plan of Merger, dated as of August 4, 2025, by and among FG Merger II Corp., FG Merger Sub II Inc. and BOXABL Inc. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4, as amended (File No. 333-290357)). 2.2 First Amendment to Agreement and Plan of Merger, dated November 3, 2025 (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4, as amended (File No. 333-290357)). 2.3 Second Amendment to Agreement and Plan of Merger, dated April 6, 2026 (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4, as amended (File No. 333-290357)). 2.4 Third Amendment to Agreement and Plan of Merger, dated May 6, 2026 (incorporated by reference to Exhibit 2.4 to the Registration Statement on Form S-4, as amended (File No. 333-290357)). 3.1 Certificate of Formation of BOXABL Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed July 23, 2026) 3.2 Bylaws of BOXABL Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed July 23, 2026) 10.1 Form of Company Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed July 23, 2026) 10.2 Form of Sponsor Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed July 23, 2026) 10.3 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed July 23, 2026) 10.4 BOXABL Inc. 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed July 23, 2026) 10.5 Amended 2021 BOXABL Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on October 18, 2024, by Legacy Boxabl (CIK 0001816937) 10.6 Form of Award for Directors 10.7+ Employment Agreement of Paolo Tiramani 10.8+ Employment Agreement of Galiano Tiramani 10.9 Purchase Agreement with Pronghorn Services LLC 10.10 Facilities Lease Agreement, as amended 10.11 Lease Agreement for Second Manufacturing Facility 10.12 Supercar System, Inc. Services Agreement 10.13 Supercar System, Inc. Lease Agreement 10.14+ Martin Noe Costas Offer Letter 10.15** Restricted Stock Unit Agreement between the Company and Martin Noe Costas 10.16** Restricted Stock Unit Agreement between the Company and Martin Noe Costas 10.17 Punnet Construction Purchase Contract 10.18 Forward Purchase Agreement dated May 28, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 29, 2026) 10.19 Novation Agreement dated May 28, 2026 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 29, 2026) 31.1 Certification of Paolo Tiramani, Co-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 31.2 Certification of Galiano Tiramani, Co-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 31.3 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 32.1 Certification of Paolo Tiramani, Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Galiano Tiramani, Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.3 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 99.1 Unaudited interim consolidated financial statements of BOXABL Inc. (Legacy BOXABL) as of and for the three and six months ended June 30, 2026 and June 30, 2025. 99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations of BOXABL Inc. (Legacy BOXABL) for the three and six months ended June 30, 2026. 101.INS XBRL Instance Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.SCH XBRL Taxonomy Extension Schema Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Labels Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report. + Management contract or compensatory plan or arrangement. * Schedule and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Combined Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. ** Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. 29 SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BOXABL INC. Date: August 21, 2026 By: /s/ Paolo Tiramani Name: Paolo Tiramani Title: Co-Chief Executive Officer Date: August 21, 2026 By: /s/ Galiano Tiramani Name: Galiano Tiramani Title: Co-Chief Executive Officer Date: August 21, 2026 By: /s/ Martin Noe Costas Name: Martin Noe Costas Title: Chief Financial Officer and Principal Accounting Officer 30