Co-CEO Galiano Tiramani Reveals 86.5% Stake and Super-Voting Control in Post-Merger Boxabl

summarizeSummary

Boxabl Co-CEO Galiano Tiramani disclosed an 86.5% beneficial ownership stake in the company's Class A shares, with super-voting Class B shares giving him control. The filing details lock-up agreements that could release shares for sale at certain price thresholds.

check_boxKey Events · Ownership and Investor Activity · FGMC

• 86.5% Beneficial Ownership Disclosed

  Galiano Tiramani beneficially owns 60,052,681 shares of Class A Common Stock on an as-converted basis, representing 86.5% of the class, primarily through Class B shares held directly and in trusts.

• Super-Voting Control via Dual-Class Structure

  Class B shares carry 10 votes per share versus 1 vote for Class A. Tiramani's 59,613,662 Class B shares give him effective voting control, with public Class A holders having minimal influence.

• Lock-Up Agreements with Price Triggers

  50% of Tiramani's shares unlock if the stock closes at or above $12.00 for 20 of 30 trading days or after 12 months; the remaining 50% unlock after 12 months. All shares unlock if the stock trades at or above $20.00 intraday.

• Merger Preferred Stock Excluded from Current Ownership

  379,482 shares of Merger Preferred Stock held by Tiramani's spouse are excluded from beneficial ownership due to a 60-day conversion restriction, with staggered conversion starting September 18, 2027.

auto_awesomeAnalysis · FGMC · Real Estate & Construction

Following the SPAC merger, Co-CEO and director Galiano Tiramani controls 86.5% of Class A shares on an as-converted basis through Class B stock that carries 10 votes per share, granting him overwhelming voting power. The filing lays bare the depth of insider control, with lock-up restrictions that could trigger significant share sales if the stock reaches $12 or $20. The dual-class structure and concentrated ownership raise governance concerns for public shareholders, who hold only a small fraction of voting rights.