If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
Each share of Class B Common Stock (referred to in the below notes) converts into one share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the transfer agent of the Company. (1) The number of shares set forth above in line 7 and 9 consists of (i) 838,101 shares of Class B Common Stock, par value $0.0001 per share, held by Mr. Tiramani directly, (ii) 86,864,301 shares of Class B Common Stock, par value $0.0001 per share, held by the Austin Powers Trust, and (ii) 84,767,646 shares of Class B Common Stock held by the Paolo Tiramani 2020 Family Gift Trust. The Austin Powers Trust was established for the benefit of Mr. Paolo Tiramani, his son Galiano Tiramani and his descendants, and Mr. Paolo Tiramani's partner. Mr. Paolo Tiramani is the investment trustee of the Austin Powers Trust. (2) The Paolo Tiramani 2020 Family Gift Trust is held for the benefit of Mr. Tiramani's son Galiano Tiramani and Mr. Galiano Tiramani's descendants. Mr. Paolo Tiramani is not the trustee of the trust nor is the trust held for his benefit. The Trustee of the Trust is Premier Trust Inc. (3) The number of shares set forth above excludes shares of Merger Preferred Stock, par value $0.0001 per share, that Mr. Paolo Tiramani deposited in the Dechomai Asset Trust, a donor advised fund in which Mr. Tiramani may advise the fund on voting or other matters related to his deposited assets but does not have the power to compel the Trust to act. (4) The number of shares set forth above also excludes 30,998,869 shares of Class B Common Stock held in the Galiano Tiramani 2020 Family Gift Trust. The Galiano Tiramani 2020 Family Gift Trust is held for the benefit of Mr. Galiano Tiramani's descendants. Mr. Paolo Tiramani, who is Galiano Tiramani's father and serves as Co- Chief Executive Officer and on the Board of Directors of Boxabl Inc., serves as trustee. Mr. Paolo Tiramani disclaims beneficial ownership of the shares of Class B Common Stock held in the Galiano Tiramani 2020 Family Gift Trust and beneficial ownership of these shares has been separately reported by Mr. Galiano Tiramani. (5) The percentage set forth in the line 13 above is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock deemed beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 9,409,633 shares of Class A Common Stock outstanding as of July 20, 2026, as reported by the Issuer to the Reporting Person, and (ii) 172,470,048 shares of Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes per share. There are 232,083,710 shares of Class B Common Stock outstanding as of July 20, 2026, as reported by the Issuer to the Reporting Person, including the 172,470,048 shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in footnote 1 above. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report. The total number of outstanding shares of Common Stock (both Class A and Class B) is 241,493,343 and Mr. Tiramani beneficially owns 71.42% of the Company's total outstanding Common Stock, without taking into account the ten for one voting power of the Class B Common Stock.


SCHEDULE 13D


 
Paolo Tiramani
 
Signature:/s/ Paolo Tiramani
Name/Title:Paolo Tiramani
Date:07/24/2026