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+ This summary provides a brief overview of information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before making an investment decision with respect to our Class A common stock. You should read the entire prospectus carefully, including the financial statements and the notes to those financial statements included in this prospectus. Unless indicated otherwise, the information presented in this prospectus assumes no exercise by the underwriters in the IPO of their option to purchase additional shares of Class A common stock in connection with the IPO. You should read Risk Factors for more information about important risks that you should consider carefully before buying our Class A common stock. Unless the context otherwise requires or as otherwise indicated, references in this prospectus to the Company, we, our and us, or like terms, refer to (i) ProFrac and its consolidated subsidiaries, including Best Flow and Alpine and, as of dates and for periods on and after March 4, 2022, the subsidiaries, business and assets we acquired in the FTSI Acquisition, in each case, before the completion of our Corporate Reorganization in connection with this offering and (ii) ProFrac Holding Corp. and its consolidated subsidiaries as of the completion of our Corporate Reorganization and thereafter. See Summary Initial Public Offering and Corporate Reorganization. . When we refer to a fleet or a frac fleet, we are referring to the pumping units, truck tractors, data trucks, storage tanks, chemical additive and hydration units, blenders and other equipment necessary to perform hydraulic fracturing services, including back-up pumping capacity. We have provided definitions for some of the terms we use to describe our business and industry and other terms used in this prospectus in the Glossary of Selected Terms beginning on page A-1 of this prospectus. Overview We are a growth-oriented, vertically integrated and innovation-driven energy services company providing hydraulic fracturing, completion services and other complementary products and services to leading upstream oil and gas companies engaged in the exploration and production ( E&P ) of North American unconventional oil and natural gas resources. Founded in 2016, ProFrac was built to be the go-to service provider for E&P companies most demanding hydraulic fracturing needs. We are focused on employing new technologies to significantly reduce greenhouse gas ( GHG ) emissions and increase efficiency in what has historically been an emissions-intensive component of the unconventional E&P development process. We believe the technical and operational capabilities of our fleets ideally position us to capture increased demand resulting from the market recovery and our customers shifting preferences favoring the sustainable development of natural resources. Our operations are primarily focused in the West Texas, East Texas/Louisiana, South Texas, Oklahoma, Uinta and Appalachian regions, where we have cultivated deep and longstanding customer relationships with some of those regions most active E&P companies. We operate in three business segments: stimulation services, manufacturing and proppant production. We believe we are the largest privately owned, and second largest overall, provider of hydraulic fracturing services in North America by hydraulic horsepower ( HHP ), with aggregate installed capacity of over 1.7 million HHP across 34 conventional fleets, of which, as of March 31, 2022, 31 were active, reflecting a net installed capacity of approximately 1.5 million HHP across our active fleets. We believe a greater percentage of our conventional fleets prior to the FTSI Acquisition incorporated lower-emission Tier IV diesel engines relative to our peers, making them among the most emissions-friendly and capable in the industry. Further, we believe that because of those fleets capabilities and reliability, and our relentless focus on efficient and environmentally-sound energy service solutions, our high-quality customer Table of Contents The information in this preliminary prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy the securities described herein in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated , 2022 Prospectus 1,545,575 shares ProFrac Holding Corp. Class A common stock The selling stockholders identified in this prospectus (the Selling Stockholders ) are offering 1,545,575 shares of Class A common stock of ProFrac Holding Corp., a Delaware corporation. The Selling Stockholders may offer, sell or distribute all or a portion of the Class A common stock hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our Class A common stock by the Selling Stockholders. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or blue sky laws. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sale of shares of our Class A common stock. See Plan of Distribution. Our Class A common stock is listed on the Nasdaq Global Select Market ( Nasdaq ) under the symbol PFHC. The last reported sales price of our Class A common stock on the Nasdaq Global Select Market on August 1, 2022 was $17.96 per share. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See Risk Factors and Summary Emerging Growth Company. Investing in our Class A common stock involves risks. See Risk Factors beginning on page 36 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2022. Table of Contents About this prospectus You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by us or on behalf of us or to which we have referred you. We have not, and the selling stockholders have not, authorized any other person to provide you with information different from that contained in this prospectus and any free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the selling stockholders are not, making an offer to sell the securities described herein in any jurisdiction where an offer or sale is not permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read Risk Factors and Cautionary Statement Regarding Forward-Looking Statements. Unless the context otherwise requires, the information in this prospectus (other than in the historical financial statements) assumes no exercise by the underwriters in the IPO (as defined below) of their option to purchase additional shares in connection with the IPO. Presentation of financial and operating data ProFrac Holding Corp. was formed on August 17, 2021, and has not conducted and did not conduct any material business operations prior to the completion of the transactions described under Summary Initial Public Offering and Corporate Reorganization (such transactions, the Corporate Reorganization ) other than certain activities related to the IPO (as defined below). Our predecessor consists of ProFrac Holdings, LLC and its subsidiaries ( ProFrac LLC or ProFrac ), Best Pump and Flow, LP ( Best Flow ) and Alpine Silica, LLC ( Alpine and, together with ProFrac LLC and Best Flow, ProFrac Predecessor ) on a consolidated basis. Historical periods for ProFrac Predecessor had been presented on a consolidated and combined basis given the common control ownership by Dan Wilks and Farris Wilks (or entities they control) (collectively, the Wilks ). On December 21, 2021, all of the then-outstanding membership interests in Best Flow and Alpine were contributed to ProFrac LLC in exchange for membership interests in ProFrac LLC. As more fully described under Summary Recent Developments, on March 4, 2022, ProFrac LLC completed its acquisition of the subsidiaries, business and assets of FTS International, Inc., a Delaware corporation ( FTSI ), in a series of related transactions (together, the FTSI Acquisition ). You should read Summary Recent Developments FTSI Acquisition for more information regarding the FTSI Acquisition. Unless otherwise indicated, historical financial and operating information presented as of dates and for periods prior to March 4, 2022 is that of ProFrac Predecessor and does not give effect to the FTSI Acquisition, and historical financial and operating information presented as of dates and for periods on and after March 4, 2022 gives effect to the FTSI Acquisition. On May 17, 2022, the Corporate Reorganization was completed in connection with ProFrac Holding Corp. s initial public offering (the IPO ), which closed on May 17, 2022. See Summary Initial Public Offering and Corporate Reorganization. As a result of the Corporate Reorganization, ProFrac Holding Corp. became the sole managing member of ProFrac LLC, which became the principal operating subsidiary of ProFrac Holding Corp. On June 6, 2022, we completed the sale to the underwriters in the IPO of an additional 2,228,153 shares of our Class A common stock, par value $0.01 per share, pursuant to the over-allotment option granted to the underwriters in connection with the IPO. Table of Contents base views us as an integral partner in their efforts to improve their environmental, social and governance ( ESG ) profiles without sacrificing service quality. Our lower-emission conventional hydraulic fracturing fleets have been designed to reduce our customers relative emissions footprint while handling the most demanding well completions, which are characterized by higher pumping pressures, higher pumping volumes, longer horizontal wellbores, more frac stages per lateral and increasing amounts of proppant pumped per well. Approximately 90% of our fleets not acquired in the FTSI Acquisition ( Pre-Acquisition Fleets ) are less than six years old, with 60% having Tier IV engines and 49% having dual fuel capabilities as of March 31, 2022. In addition, we have paired these technologies with our proprietary engine standby controllers ( ESCs ) to reduce idle time, which is the time during which an engine generates the highest amount of emissions, by as much as 90%, and reduce fuel consumption and GHG emissions by as much as 24%. In addition, these ESCs are capable of cold starting the engines on our pumping units without the assistance of truck tractors. This technology allows us to significantly decrease the number of truck tractors required for our operations, not only further reducing overall emissions but also eliminating the capital, safety risks and operating and maintenance costs associated with operating the additional truck tractors required for fleets that do not utilize ESCs. On the whole, these cost savings are significant, allowing us to avoid an incremental $15,000 per year in costs associated with each truck tractor eliminated from our operations. Since early 2021, we have installed ESCs in seven fleets, and have reduced our truck tractor count by 125. We continue to install ESCs throughout our fleets, with 141 pumps equipped with ESCs as of March 31, 2022, and anticipate being able to realize total cost savings of approximately $300,000 per year per fleet as a result. When further combined with our real time GHG emissions monitoring, our fleets create additional synergies in efficiency that result in cost savings for our customers. We intend to continue to upgrade and overhaul our other fleets with the goal of having all of our conventional fleets similarly equipped, a process made cheaper by our in-house manufacturing capabilities detailed below. This strategy aligns with our ESG initiative to minimize our carbon footprint as a part of our goal to have all of our conventional fleets equipped with emissions reduction technology. By contrast, many of the fleets we acquired in the FTSI Acquisition are substantially older, are generally less technologically advanced and do not have the same attractive emissions profile as our Pre-Acquisition Fleets. These legacy fleets may require additional maintenance and capital expenditures and may be unable to reduce our customers relative emissions footprint or satisfy their ESG objectives. Following the completion of the FTSI Acquisition, approximately 60% of our fleets are less than six years old, with 30% having Tier IV engines and 40% having dual fuel capabilities as of March 31, 2022. After giving effect to our retirement of 650,000 HHP from 11 of FTSI s older, emissions-intensive fleets acquired in the FTSI Acquisition, 40% of our fleets will have Tier IV engines and 54% of our fleets will have dual fuel capabilities. In addition to our existing low-emission conventional fleets, we are constructing electric powered hydraulic fracturing fleets equipped with Clean Fleet technology licensed from U.S. Well Services, Inc. ( USWS ). Under our agreement with USWS, we have acquired 3 licenses and may acquire up to 17 additional licenses (along with certain other rights) to construct in-house new, electric-powered hydraulic fracturing fleets utilizing Clean Fleet technology. This technology utilizes electric motors powered by lower-cost, lower-emission power solutions, including local utility-sourced line power, or on-site generation from natural gas produced and conditioned in the field, compressed natural gas ( CNG ), liquefied natural gas ( LNG ), hydrogen and/or traditional fuels, if needed. This flexibility in fuel supply can provide our customers with additional tools to meet their emissions and sustainability goals by reducing their reliance on diesel, as well as offer potentially significant fuel cost savings. We believe that our fleets equipped with Clean Fleet technology will supplement our environmentally advantaged conventional fleets and provide our customers an optimized suite of options to satisfy their ESG objectives while maximizing operating efficiency. We expect to begin deploying the first of Table of Contents Table of Contents In July, 2022, we issued 2,954 additional shares to certain of the West Munger Sellers (as defined below) under the terms of a right agreement with the West Munger Sellers (the Munger Right Agreement ). Unless otherwise indicated, references in this prospectus to our financial or operating information on a pro forma basis refer to the historical financial or operating information of ProFrac Predecessor, as adjusted to give pro forma effect to the items described in the ProFrac Predecessor and FTSI Combined Pro Forma column in Capitalization, in the case of statements of operations information, as if they occurred on January 1, 2021 and, in the case of balance sheet information, as if they occurred on March 31, 2022. Results of interim periods are not indicative of the results expected for a full year or for future periods. Historical financial and operating information is not indicative of the results that may be expected in any future periods. For more information, please see the historical consolidated financial statements and unaudited pro forma condensed financial statements and related notes thereto included elsewhere in this prospectus. Industry and market data The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications and other published independent sources. Although we believe these third-party sources are reliable as of their respective dates, neither we nor the selling stockholders have independently verified the accuracy or completeness of this information. Some data is also based on our good faith estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled Risk Factors. These and other factors could cause results to differ materially from those expressed in these publications. Trademarks and trade names We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply, a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the , TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names. Table of Contents these electric-powered hydraulic fracturing fleets in the second quarter of 2022, and we have two more under construction, which we expect to be ready for deployment during the second half of 2022. We believe that our new electric fleets, together with our existing conventional fleets, which we continue to optimize to incorporate efficiency-enhancing features, place us on the leading edge of the domestic hydraulic fracturing business and position us to maintain a high equipment utilization rate, low emissions and attractive profitability. Facilitating the advanced technology and operational capability of our equipment is our vertically integrated business model and supply chain management, which allows us to manufacture, assemble, repair and maintain our own fleets and ancillary frac equipment, including power ends, fluid ends, flow iron and monolines. Our vertically integrated business model also allows us to offer customers a suite of ancillary services that enhance the efficiency of the well completion process, including sand, completion chemicals and related equipment. We operate facilities in Cisco, Aledo and Fort Worth, Texas, including an International Organization for Standardization ( ISO ) 9001 2015 certified OEM manufacturing facility, in which we manufacture and refurbish many of the components used by our fleets, including pumps, fluid ends, power ends, flow iron and other consumables and an engine and transmission rebuild facility that is licensed to provide warranty repairs on our transmissions. These facilities, which have a proven capability to manufacture up to 22 pumps, or 55,000 HHP, per month (including electric fleets) and perform substantially all of the maintenance, repair and servicing of our hydraulic fracturing fleets, provide in-house manufacturing capacity that enables cost-advantaged growth and maintenance. Vertical integration enables us to realize a lower capital investment and operating expense by capturing the margin of manufacturing and/or maintenance, by recycling and refurbishing older machinery in our fleet, as opposed to disposing of it and by enabling the ongoing improvement of our equipment and processes as part of a continuous research and development cycle. This combination also facilitates our Acquire, Retire, Replace approach to growing, maintaining and modernizing our fleets, and helps us mitigate supply chain constraints that have disrupted competitors and customers operations in the past. For example, as part of the FTSI Acquisition we are implementing our Acquire, Retire, Replace strategy by retiring 650,000 HHP of FTSI s older, emissions-intensive fleets and recycling or refurbishing equipment from such fleets. Our in-house manufacturing capabilities also allow us to rapidly implement new technologies in a cost-effective manner not possible for many of our peers. We believe that as a result of this vertical integration, we are able to achieve conventional Tier IV dual fuel fleet construction costs of $540 per HHP contrasted with an industry cost of up to $861 per HHP, according to Daniel Energy Partners, and an average expected price to build electric fleets, excluding power generation, of $467 per HHP inclusive of licensing costs. Our manufacturing capabilities and control over the manufacturing process have allowed us to design and build hydraulic fracturing fleets to uniform specifications intended for deployment in resource basins requiring high levels of pressure, flow rate and sand intensity. We believe the standardized, modular configuration of our equipment provides us with several competitive advantages, including reduced repair and maintenance costs, reduced downtime, reduced inventory costs, reduced complexity in our operations, training efficiencies and the ability to redeploy equipment among operating basins. We believe that our uniform fleet specifications along with the ability to more directly control our supply chain and end-of-life management for our equipment differentiates us from competitors who typically purchase such equipment from third party manufacturers and rely on such manufacturers or other third parties for repair and maintenance. We also provide ancillary products and services, further increasing our value as a business partner to our customers, including frac sand, completion chemicals, frac design and related services, logistics coordination Table of Contents Table of Contents and real time data reporting, such as operational statistics, inventory management, completions updates and emissions monitoring. Through our recent investment in Flotek Industries, Inc. ( Flotek ), we have gained access to a low-cost, long-term supply of a full suite of completion chemicals required by our customers during the completion process, including Flotek s proprietary biodegradable complex nano-Fluid technology, which is more environmentally friendly than commonly used alternatives. For additional information on our investment in Flotek, please see Summary Recent Developments Flotek Investment. In addition, to meet our customers need for proppant, we operate an approximate three-million-ton-per-year sand mine and processing facility in Kermit, Texas, with 40.7 million tons of proved reserves as of December 31, 2021, which allows us to sell proppant to our customers in West Texas and Southeastern New Mexico. We also recently acquired approximately 6,700 acres near Lamesa, Texas ( West Munger ) that we are developing into an in-basin Permian Basin frac sand resource. We are in the process of installing mining and processing facilities at West Munger which, once operational, will be one of only two sand mines in the Midland Basin. West Munger and the Kermit sand mine are each located within 100 miles of approximately 98% of all horizontal rigs in the Permian Basin, providing us with ready access to potential customers. Our integrated service platform creates operational efficiencies for our customers and allows us to capture a greater portion of their development capital spending, positioning us to maintain high equipment utilization rates, low emissions and attractive profitability. For the three months ended March 31, 2022, ProFrac Predecessor generated net income of approximately $24.1 million, Adjusted EBITDA of approximately $91.5 million and an annualized Adjusted EBITDA per fleet of $16.9 million and, on a pro forma basis, generated net losses of approximately $6.2 million, Adjusted EBITDA of approximately $99.4 million and an annualized Adjusted EBITDA per fleet of $12.8 million. For the definitions of Adjusted EBITDA and Adjusted EBITDA per fleet and a reconciliation to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles ( GAAP ), please read Summary Historical and Pro Forma Financial Data Non-GAAP Financial Measures. Industry trends Demand for hydraulic fracturing services is primarily driven by the level of drilling and completion activity by E&P companies in the United States. Drilling and completion activity is driven by well profitability and returns, which in turn are influenced by a number of factors, including current domestic and international supply and demand for oil and gas and current and expected future prices for oil and gas, as well as the perceived stability and sustainability of those prices over the longer term. In 2020, the COVID-19 pandemic and disagreements over production levels among oil producing nations combined to cause unprecedented reductions in global economic activity and significantly reduced the demand for oil and gas. These declines led to a significant dip in commodity prices, with per-barrel prices of West Texas Intermediate ( WTI ) crude oil briefly falling as low as negative $37/Bbl in April of 2020 and averaging $39/Bbl for the full year 2020, versus $57/Bbl for the full year 2019. In response to the unfavorable price environment, U.S. E&P companies dramatically reduced capital spending, oil and gas drilling and completion activity, and thus, demand for hydraulic fracturing services declined significantly in 2020. In 2021, economic activity rebounded supported by the COVID-19 vaccination program rollouts and the lifting of mobility restrictions, driving the rapid recovery of global demand for oil and gas despite the occurrence of COVID-19 variants. The per-barrel prices of WTI crude oil averaged $68/Bbl for the full year 2021, an increase of 73% year over year. Table of Contents In 2022, geopolitical tensions in Eastern Europe related to Russia s invasion of Ukraine have resulted in significant supply disruptions as a broad coalition of countries have responded with sanctions and/or import bans associated with Russian oil and natural gas. This has resulted in significant tightening in the market as reflected by higher commodity prices, with oil and gas prices reaching decade highs. As of March 11, 2022, WTI has averaged $91.60/Bbl in 2022, and the closing price reached as high as $123.70/Bbl on March 8, 2022 following Russia s invasion of Ukraine. According to the U.S. Energy Information Administration (the EIA ), 2022 global crude oil and gas demand is forecast to be around 165.5 MMBoe/d, an increase of 7% relative to 2020 global demand. Oil demand is expected to surpass pre-pandemic levels by the second half of 2022. Demand for natural gas is also expected to grow to support the continued industrialization of developing countries over the coming decades. Fundamental trends shaping the energy transition, including the use of natural gas as a transition fuel, are expected to drive gas to continue gaining global energy demand share. Global Historical and Projected Oil and Gas Demand Source: EIA International Energy Outlook as of October 6, 2021. Includes global liquids and natural gas demand. Supported by the backdrop of improved global economic growth, U.S. oil and gas consumption is forecasted to increase 8% from 2020 through 2023, according to EIA. U.S. natural gas demand is expected to increase due to use of natural gas as feedstock in domestic petrochemical projects, the growing exports of LNG to international markets in Europe and Asia, particularly as European countries attempt to reduce their reliance on Russian gas in light of recent geopolitical events, and the addition of gas fired power generation as coal plants are decommissioned. U.S. Historical and Projected Oil and Gas Demand Table of Contents Source: EIA Short-Term Energy Outlook as of March 8, 2022 for 2017 to 2023P and EIA Annual Energy Outlook as of March 3, 2022 for 2024P. Includes U.S. liquids and natural gas demand. Natural gas prices have increased substantially compared to year-end 2020 prices and have also surpassed year-end 2019 (pre-COVID-19) levels. Through March 11, 2022, natural gas prices have averaged approximately $4.03/MMBtu over the last twelve months, reflecting an increase of 76% and 72% relative to the twelve months from March 11 averages in 2021 and 2020, respectively. Moreover, commodities futures markets as of March 11, 2022 price natural gas contracts at an average of $4.88/MMBtu for the remainder of 2022. Over the longer-term, EIA expects exports and industrial use will continue to drive increased demand for natural gas. If hydrocarbon prices remain at or near current levels, we expect drilling and completion activity to continue to increase, thereby positively impacting demand for our services and improving our revenues and pricing. With the growth in oil and gas demand and rise in commodity prices, E&P activity has increased significantly across all onshore oil and gas basins in the United States. According to Baker Hughes Company s ( Baker Hughes ) North American Rig Count reported on March 11, 2022, the number of active U.S. land drilling rigs has increased 68% over the last 12 months to 652 rigs and by 182% since its recent trough of 231 rigs in August 2020. Rig activity in our primary areas of operation (the West Texas, East Texas/Louisiana, South Texas, Oklahoma, Uinta and Appalachian regions) has also increased substantially over that same period. We believe that the following market dynamics and trends in our industry should benefit our operations and our ability to achieve our business objectives as commodity prices recover: Increasing frac intensity per working rig . Techniques used by E&P companies, such as multi-well pad development programs, have led to improved rig efficiencies, resulting in more horizontal wells drilled per rig. Coupled with longer laterals, this trend indicates that demand for well completion services as well as frac spend per rig can be expected to outpace standalone rig growth. The co-location of wells on a single pad also allows for more efficient access to wellbores and sharply reduces the mobilization and de-mobilization time between completion and production service jobs. These efficiencies improve our operating leverage and enable us to more successfully provide our services. Total Well Split by Pad Size Frac Spend per Rig Table of Contents Source: Rystad Energy Inc. ( Rystad Energy ) as of February 2022 for total well split by pad size and Spears & Associates Q4 2021 Hydraulic Fracturing and Proppant Market Report for frac sales per rig. Total U.S. Wells Completed (total wells) Total U.S. Average Proppant Pumped (thousands of lbs. / day) Total U.S. Average Well Stimulated Length (feet / day) Total U.S. Average Pumping Intensity (avg. HHP-hrs. / well in thousands) Source: Rystad Energy as of February 2022. Metrics are reflective of total U.S. market. Tightening Frac Sand Market. The increase in demand for frac sand for use in the hydraulic fracturing process has resulted in a significant rise in sand prices as well as constraints on supply availability. According to Lium LLC ( Lium ), total U.S. frac sand demand is expected to increase by 31% in 2022 compared to 2021 and reach 117 million tons, with the Permian expected to account for approximately 57% of the total U.S. demand. Frac sand pricing has surpassed pre-COVID levels, with Permian free on board ( FOB ) mine pricing reaching as high as $60/ton in the spot market in the first quarter of 2022, according to Lium. We believe our recent investment in West Munger and vertically integrated business model position us to capitalize on this increased demand and insulate our operations from rising sand raw material costs and any potential supply chain disruptions. Table of Contents Permian Frac Sand Demand Forecast Source: Lium Permian Frac Sand Market Trends as of February 2022. Assumes $85/bbl oil price scenario. In-Basin Permian Sand Pricing Forecast Source: Lium Permian Frac Sand Market Trends as of February 2022. Investor and regulator focus on ESG. The energy industry is undergoing a significant change of operating practices with an emphasis on incorporating more environmental and social considerations into operating models. Companies are experiencing increased market pressure to bolster ESG programs, particularly related to climate change and reduction of GHG emissions. As the regulatory environment becomes more stringent, we believe that state and federal governments are likely to implement increased measures to regulate GHG emissions, increasing pressure on E&P companies to decrease their emissions footprint. Additional ESG topics, such as human rights, supply chain management, water usage, natural capital and biodiversity, among others, are also receiving increased attention, and there may be increasing pressure on our customers to take actions to address these topics, as well. Adoption of dynamic gas blending ( DGB ) and electric fleets. We believe E&P operators focus on improving their emissions profile will accelerate the transition from legacy, emission-heavy Tier II diesel frac fleets to greener Tier IV DGB frac fleets and electric fleets because Tier IV DGB fleets utilize gas, including natural gas, CNG, LNG, pipeline and field gas, as a cheaper, cleaner fuel source. Rystad Energy anticipates that by the end of 2024, approximately 50-60% of active horsepower in North America will be utilizing natural gas capable fleets. We believe the shift to cleaner natural gas capable fleets positions us well to capture additional market share as the broader industry recovery continues accelerating. Table of Contents Historical and Projected U.S. Frac Supply by Type Source: Rystad Energy as of February 2022. Metrics are reflective of total U.S. market. Obsolescence of significant hydraulic fracturing horsepower in the market. We believe the U.S. frac market is currently facing a pivotal transition with significant fleet capacity nearing retirement due to obsolescence. We believe that prolonged underinvestment has resulted in an over-supply of legacy fleets and an increasing preference for low-emission fleets is driving an undersupply of more desirable greener frac fleets. Even prior to the COVID-19 induced downturn, substantial legacy capacity had already reached the end of its useful life, according to Rystad Energy. We believe this was further exacerbated by the lack of capital investment by frac operators during the downturn. The majority of frac service providers fleets have an average equipment age of more than six years, according to Rystad Energy. We believe that our vertical integration and lower capital cost resulting from our in-house manufacturing of our own frac equipment will benefit our ability to both maintain attractive utilization rates and earn higher returns on invested capital versus other peers that source their new fleets from third parties at higher prices. U.S. Average Frac Fleet Age (Number of service providers by average frac equipment age) Source: Rystad Energy as of March 2022. Metrics are reflective of total U.S. market. Fleet age calculated based on manufacture date for total fleets. Table of Contents Despite the negative impact to the overall oil and gas industry in 2020, we believe the challenging industry conditions allowed us to strengthen our leadership position by implementing targeted and forward-looking initiatives. We took actions to maintain the ongoing operational integrity of our equipment, further invest in vertical integration of our business, implement back-office optimization projects, successfully complete our in-house research and development of advanced power end and fluid-end designs, and add over 179 dual fuel kits to our Tier IV engines. All of the aforementioned initiatives materially enhanced our company and positioned us to take advantage of expected improving industry conditions. Competitive strengths We believe the following characteristics differentiate us from our peers and uniquely position us to execute on our strategy to create value for our stakeholders: High performing, technologically advanced fleet focused on cash flow, increased efficiencies and lower emissions . We believe we are strongly positioned to continue to respond to the increased demand for highly-efficient and environmentally advantaged energy services, which are those that produce fewer negative impacts on the environment than those provided by standard Tier II fleets. We believe our Pre-Acquisition Fleet was the largest fleet of low emissions and technologically advanced conventional frac equipment in the United States, with 60% of that fleet equipped with Tier IV engines and 49% with dual fuel capabilities as of March 23, 2022. While the fleets acquired in the FTSI Acquisition have a more emissions-intensive profile, we have already begun to implement our Acquire, Retire, Replace strategy by committing to retire 650,000 HHP of older, emissions-intensive fleets and recycling or refurbishing equipment from such fleets. We believe our technologically advanced fleets are among the most reliable and best performing in the industry with the capabilities to meet the most demanding pressure and flow rate requirements in the field. For example, we are one of the few energy services companies to install 60-inch pumps in our fleets, providing for significantly higher capacity and capability. The combination of these factors provides us with an ability to operate efficiently in the most demanding environments while helping our customers meet their ESG goals. Our standardized equipment reduces our downtime, as our mechanics can quickly and efficiently diagnose and repair our equipment, and reduces the amount of inventory we need on hand. We are able to easily shift equipment among operating areas as needed to take advantage of market conditions or to replace temporarily damaged equipment. This flexibility allows us to target customers that are offering higher prices for our services, regardless of the basins in which they operate. Standardized equipment also reduces the complexity of our operations, which lowers our training costs and improves our safety profile. Finally, our standardized, high specification equipment, manufacturing capabilities and direct control over our supply chain lead to lower total cost of ownership, which we believe allows us to both increase our margins and meet increasing demand for efficient, environmentally-advantaged energy services. To complement our modern and highly efficient conventional fleets, we expect to begin deploying the first of our electric-powered hydraulic fracturing fleets in the second quarter of 2022, and we have two more under construction, which we expect to be ready for deployment during the second half of 2022. By replacing Tier II diesel engines with electric engines, we expect our fleets equipped with Clean Fleet technology will reduce carbon emissions by up to 33% per fleet annually. These estimates are based on manufacturer specifications for fuel consumption of each engine configuration and hold constant operational factors that influence the rate of fuel consumption and emissions, such as rate and pressure. This expected reduction is equivalent to a Table of Contents reduction of approximately 1,700 cars on the road per year per fleet based on U.S. Environmental Protection Agency ( EPA ) estimates. ProFrac Cumulative Pump Configurations & Upgrades by Year: (1) Pre-acquisition fleet mix as of March 31, 2022. Vertically integrated business model enhances our ability to meet our customers needs . We operate a vertically integrated business model that includes complementary manufacturing and ancillary products and services, including frac sand, completion chemicals, frac design and data reporting services. Our manufacturing capabilities enhance our profitability through reduced capital and maintenance expenditures, and provides a significant advantage in cost savings and supply chain management versus our peers who do not manufacture and rebuild/refurbish their own equipment and components. Furthermore, we have strategically invested in businesses providing ancillary products and services, such as our investments in West Munger, Flotek and FHE USA LLC, a manufacturer of pressure control equipment and service provider based in Fruita, Colorado ( FHE ), which provides us with greater supply chain control and mitigates disruptions that have previously impacted the operations of our competitors and customers. We manufacture and refurbish many of the components used by our fleets, including pumps, fluid ends, power ends, certain high pressure iron and other consumables at our facilities located in Cisco, Aledo and Fort Worth, Texas. We have the proven capability to manufacture up to 22 pumps, or 55,000 HHP per month (including electric fleets) and perform substantially all of the maintenance, repair and servicing of our hydraulic fracturing fleets in-house. We also operate an engine and transmission rebuild facility that is licensed to provide warranty repairs on our transmissions. Table of Contents We do the hard jobs. Vertical integration of our business enables us to take on premium frac jobs that have more demanding pressure and flow rate requirements that put extra wear and tear on frac equipment and require more frequent equipment rebuilds. We believe many competitors avoid these jobs as they lack the capital or repair capability to sustainably maintain their equipment and generate a reasonable return. At ProFrac, we find such challenging work more economically attractive than less intensive commodity work that is easier on equipment because we can be more competitive with higher associated profitability. Rapid and cost-effective implementation of new technologies . Much of our equipment is customized for our operations and built with substantially uniform specifications. With our in-house manufacturing capabilities, we are able to rapidly fabricate, develop and deploy new equipment and rebuild/refurbish existing equipment with minimal reliance on third-party supply chains or paying a premium for bespoke orders or processes. In addition to manufacturing our pumping units, we have the capability to manufacture many of the other components of our fleets such as blenders and hydration units. Our manufacturing capabilities facilitated our development of the Centipede high pressure flow system, which reduces non-productive time by reducing rig up time by up to 50% and iron connections by up to 70%, while also preventing shutdowns. We have also developed proprietary vibration monitoring technology that enables our artificial intelligence-driven predictive pre-failure maintenance, performance reporting and design customizations on core equipment. Finally, our preferred equity investment in FHE provides us with access to innovative technology, including its proprietary wellhead pressure control systems, RigLock and FracLock that enhance well completion efficiency and safety and reduce emissions. Advantaged in tight market. Our vertical integration reduces the risk that we will be unable to source important components, such as fluid-ends, power-ends and other consumable parts and ancillary products and services, such as sand and chemicals. During periods of high demand growth for hydraulic fracturing services, external equipment vendors often report order backlogs of up to nine months, which can lead to increased costs or substantial delays to deploy fleets. The FTSI Acquisition strengthens our in-house repair and manufacturing facilities by increasing our capacity and adding a licensed transmission repair facility. We have historically manufactured all major consumable components and can quickly scale to support all of our fleets at full capacity. Insulated from supply chain issues. Our vertical integration on key completion commodities, such as chemicals and sand, mitigate our exposure to price spikes and supply shortages that have negatively impacted the financial results of some of our competitors during the fourth quarter of 2021 and the first quarter of 2022. We have identified sources of pricing and supply chain risk and have made strategic investments to mitigate them, turning potential weaknesses into strengths. For example, we believe the Flotek investment, through which we monetized our procurement demand, demonstrates our commitment to our vertical integration strategy and provides greater control over our supply chain. Organizational culture based on world class service, innovation, safety, improving environmental impact and active contributions to our communities . We believe our corporate culture plays a significant role in our ability to consistently deliver excellent service to our customers, as well as our ability to attract and retain high quality personnel. We encourage innovation throughout our organization and empower our employees to innovate. For example, we maintain an innovation award program for our employees which provides cash incentives for changes to equipment and processes that improve efficiency and safety. Motivated by this program, our employees have developed numerous tools, processes and equipment enhancements that improve our operations, such as a tool for performing maintenance on fluid ends that reduces the time required for a routine maintenance procedure from 45 minutes to 15 minutes, our PadTrac system that performs live job monitoring and a tool for rebuilding butterfly valves that allows this task to be performed by a single technician. We are committed to the safety and wellness of our employees and we Table of Contents actively foster training, advancement and career development. We also seek to actively contribute our time and resources to positively impact the communities in which we work and live. Loyal and active customers that appreciate our efficiency, suite of services and ability to complete the most difficult and demanding projects . We have a strong portfolio of active customers that value our modern, technologically advanced equipment and our commitment to a more ESG-conscious service offering. As a part of the FTSI Acquisition, our customer base has expanded and diversified to include some of the larger independent exploration and production companies, in addition to our preexisting customer base consisting of leading private midsize operators. We and FTSI had no customer overlap prior to the FTSI Acquisition, resulting in a further diversified customer base in which, as of March 31, 2022, no single customer contracted more than three of our fleets. Our customers trust us to execute on their most technically demanding operations and value our unique ability to meet their needs with our vertically integrated business model. We believe our operating history combined with our emissions savings equipment and integrated supply chain has us well positioned to serve customers needs. While certain of our customers have historically struggled with supply chain disruptions, our business model gives us an opportunity to provide these customers with bundled services, including frac sand, completion chemicals, frac design and related services, logistics and real time data reporting, helping to limit supply chain disruptions. Our track record of consistently providing high-quality, safe and reliable service has enabled us to develop long-term partnerships with our customers, and we expect that our customers will continue to support our growth. Strong data and digital capabilities . Our focus on technology and innovation also underpins our efficiency through real time data analysis of operational statistics, inventory management, completions updates and emissions monitoring. We offer a comprehensive and competitive suite of data and digital solutions such as PadTrac and SOPHIA. PadTrac is a real time data stream that provides pertinent equipment data on location to our operators. SOPHIA is our cloud-based platform that accompanies the ESC and provides visibility into fuel savings and carbon footprint reduction. SOPHIA enhances the credibility, consistency and transparency of carbon footprint quantification by following ISO standards. We believe our digital infrastructure saves time, money, and makes us a more productive and cost effective enterprise. Large scale and leading market share across most active major U.S. basins . We believe we are the largest privately held hydraulic fracturing provider in North America based on HHP. We operate in some of the most active basins in the United States, including the West Texas, East Texas/Louisiana, South Texas, Oklahoma, Uinta and Appalachian regions and our operations have diversified exposure to both natural gas and oil producing areas. This geographic and commodity diversity reduces volatility in our revenue due to regional trends, relative commodity prices, adverse weather and other events. Our large footprint and standardized equipment enables us to rapidly reposition our fleets based on demand trends among different regions and allows us to spread our fixed costs over a greater number of fleets. Our large scale also strengthens our negotiating position with our suppliers and our customers. Additionally, we expect to leverage our strengths to capture market share in these regions in response to customer demand for more efficient and cleaner fleets. Experienced management and shareholder team that have driven extreme value creation for stakeholders in past endeavors . Our senior management team has more than 100 years of relevant experience in hydraulic fracturing and the energy industry. The management team is focused on the operational success of the Company and their interests are aligned with those of investors and customers. Additionally, our principal shareholders, the Wilks, have a proven history of founding and growing pressure pumping companies. Prior to founding ProFrac, the Wilks founded FracTech Holdings, LLC, the predecessor to FTSI in 2000, which they grew into one of the largest North American hydraulic fracturing companies based on HHP before selling their 70% interest in that business in 2011 in a transaction that valued the business at $5 billion. The FTSI Acquisition reunites that business with a management team familiar with FTSI s personnel, culture and equipment and is well suited to execute our Acquire, Retire, Replace strategy through strategic Table of Contents cannibalization of FTSI s older fleets. Combined, the Wilks have more than 75 years experience in the energy and energy services sectors. Under their leadership, we have grown our hydraulic fracturing business to a total of 34 fleets, as of March 31, 2022, with an aggregate of over 1.7 million HHP and pro forma 2021 revenues exceeding $1.17 billion. The Wilks own approximately 88.6% of our voting stock. We believe that their experience will continue to benefit our operations and business. In addition, Lance Turner, FTSI s former Chief Financial Officer, became our Chief Financial Officer upon the closing of the FTSI Acquisition. We believe Mr. Turner s previous experience as Chief Financial Officer of FTSI since October 2015 will further streamline our efforts to efficiently integrate the FTSI business and operations into our business. Business strategies We intend to achieve our primary business objective of creating value for our stakeholders through the following business strategies: Position ourselves as a key partner to our customers in response to increasing focus on environmental sustainability . As the demand for energy services in the United States recovers from the lows experienced in 2020, we expect demand for our hydraulic fracturing services to continue to grow significantly. In particular, as one of the largest hydraulic fracturing service providers in North America based on HHP, we believe our modern, technologically advanced fleets position us to capitalize on customer mandates for next generation frac fleets due to their lower emissions and the economic benefits of fuel cost savings. We also offer our customers a suite of ancillary products and services that we believe is responsive to our customers evolving needs, including frac sand, completion chemicals, frac design, manufacturing and related services, logistics and real time data reporting. Rystad Energy estimates that total HHP capacity has declined by approximately 8.8 million HHP as of Q1 2022 from approximately 25 million HHP at the end of 2018, as a result of frac equipment permanently leaving the market due to scrapping, cannibalization and deferred maintenance. In addition, approximately 25% of remaining horsepower is comprised of obsolete or non-operational fleets, according to Rystad Energy. By contrast, we have focused on upgrading and expanding our fleets capabilities and investing in ancillary products and services, and have positioned ourselves as ready to respond to our customers needs as upstream activity returns and the focus on ESG-sensitive operations grows. Furthermore, our consistently high fleet utilization levels and 24 hours per day, seven days per week operating schedule should result in greater revenue opportunity and enhanced margins as fixed costs are spread over a broader revenue base. We believe that any incremental future fleet additions will benefit from these trends and associated economies of scale. Commitment to returns-driven, environmentally-advantaged investments and technology to support further emissions reduction and greater operational efficiency . We believe demand for lower emissions operations will outpace current supply and lead to further opportunities to deploy new technical solutions to our customers relative to our competition, particularly with natural gas playing an increasingly critical role in the transition away from less clean sources of energy. We have invested in various businesses and technologies that we plan to leverage to strengthen our market position and to better serve our customers as well as share in the fuel savings provided by our investments. For example, in January 2021, we acquired a 75% ownership stake in EKU Power Drives, GMBh ( EKU ), a provider of idle reduction technologies and the manufacturer of our proprietary ESCs. Engines with ESCs will automatically turn off during non-operating time, shutting down the powertrain when it is not pumping and immediately restarting it to full load upon request. This technology reduces the wear and tear on equipment, reduces fuel consumption and eliminates emissions when the engines on our pumping units are automatically turned off and on between stages. A typical frac spread will pump between 14 to 18 hours per day and idle the remaining time. As idle time widely varies between operating stages, most frac companies leave the engines in idle due to the labor-intensive Table of Contents process associated with using the power take-off on a truck tractor to re-start the engine. Based on our own provision of hydraulic fracturing services, we believe our ESCs eliminate roughly 90% of idle hours and result in substantially lower emissions and fuel costs. This reduction in idle time can reduce carbon dioxide emissions by up to 24% compared to standard operations in which engines generally run continuously during a frac job. Additionally, we are supplementing our already environmentally-advantaged conventional fleets with electric fleets equipped with Clean Fleet technology, which will provide customers additional low emission and cost effective solutions. We intend to continue this focus on efficiency and emissions-optimized technology in order to capitalize on the increased demand for higher efficiency and higher performing hydraulic fracturing services. We believe that by pursuing the development of advanced technology in both our conventional fleets and complementary electric-powered fleets, we will be well positioned to capture the increasing demand for highly capable and environmentally-advantaged energy services with which operators may satisfy their ESG imperatives. We recently invested in West Munger, Flotek and FHE to enhance our access to products and services necessary during the well completion process in order to mitigate supply chain disruptions and improve our operational efficiencies. Flotek is a market leader in environmentally friendly and biodegradable chemical technologies; FHE is a pioneer in high pressure flow control equipment that is safer and more efficient than legacy industry processes; and West Munger will provide access to a geographically advantaged source of frac sand. Pursue accretive mix of organic growth and strategic consolidation . We plan to continue to grow our operations and fleets in response to increased customer demand as well as selectively evaluate potential strategic acquisitions that increase our scale and capabilities and diversify our operations. In response to supply constraints for frac sand, among other factors, we acquired Alpine and West Munger, which we expect to reduce our exposure to supply chain risks and increase our proppant production capacity. We are continuing to evaluate vertical integration of in-basin proppant and logistics opportunities in West Texas and other regions. Similarly, we anticipate that our acquisitions of Best and investment in FHE will bolster our in-house manufacturing capabilities and will provide access to innovative technology. We believe opportunities exist to acquire older generation diesel frac fleets at attractive prices and use our in-house manufacturing capabilities to upgrade and maintain them, thus extending their useful life and maximizing their cash flow, after which they can be replaced with cutting edge dual fuel or electric technology as part of our Acquire, Retire, Replace strategy. We have already begun implementing this strategy with the fleets acquired in the FTSI Acquisition by retiring 650,000 HHP of older FTSI fleets and recycling or refurbishing equipment from such fleets as a source of spare parts and components in our vertically integrated manufacturing segment in connection with selectively upgrading legacy equipment to Tier IV dual fuel engines, increasing efficiency and sustainability. We estimate that FTSI s existing fleets can be converted to dual fuel capability at a cost of approximately $2.0 million per fleet. The resulting displacement of older fleets should yield significant improvements in emissions, operating efficiency, safety and profitability and provide a source of spare parts and components that can reduce our maintenance capital expenditures. Our vertically integrated business model and in house manufacturing enables faster integration of assets we may acquire and allows us to more economically and efficiently cannibalize, refurbish, and redeploy equipment. Additionally, we expect that our technology and focus on lower emission fleets will promote growth and attract new customers focused on reducing their emissions profiles. Continued focus on safe, efficient and reliable operations. We are an industry leader with a proven track record in safety with a Total Reportable Incident Rate ( TRIR ) of 0.42 for the year ended December 31, 2021, Table of Contents including our manufacturing division, compared to the industry average of 0.70, according to the International Association of Oil & Gas Producers ( IOGP ). We prioritize safety in our equipment through mechanisms like AFEX fire control, which is installed on all of our field equipment and is designed to suppress fires immediately. We believe our excellent safety record is partly attributable to the standardization of our equipment, which makes it easier for mechanics and equipment operators to identify and diagnose problems with equipment before a safety hazard arises. Our fleets are also standardized to use Centipede mono-line, which has fewer iron connections on site and allows for a safer and quicker rig up versus traditional flow iron assemblies. Our streamlined, innovative equipment enables safer operations and time savings, mitigation of inefficiencies from shutdowns and improvements relative to the amount of horsepower required to put down hole. Additionally, our standardized equipment and in-house manufacturing capability allows us to rapidly assess operations as well as test new equipment while also reducing the complexity of our operations and lowering our training costs. Focus on generating superior returns while maintaining a conservative balance sheet and financial policies . We plan to maintain a conservative balance sheet, which will allow us to better react to potential changes in industry and market conditions and opportunistically grow our business. We had $619.3 million of net senior debt, defined as total senior debt of $648.0 million less $28.7 million of cash and equivalents, as of March 31, 2022. On a pro forma basis, our net debt as of March 31, 2022 to our annualized Adjusted EBITDA for the three months ended March 31, 2022 was 0.94. Our 2022 capital expenditure budget, excluding acquisitions, is estimated to be in a range between $240 million and $290 million. We have budgeted approximately $65 million to $70 million to construct three electric-powered fleets. We are fully committed to building the three electric-powered fleets and have several customers interested in contracting these fleets. We intend to align fleet construction and other growth capital expenditures with visible customer demand, by strategically deploying new equipment in response to inbound customer requests and industry trends. Also included in our 2022 capital expenditure budget is $25 million to $30 million to construct the West Munger sand mine. The remainder of our 2022 capital expenditure budget, excluding acquisitions, will be used to fund maintenance capital expenditures, estimated to be $2.75 million to $3.0 million per fleet per year, and other growth initiatives such as upgrading Tier II fleets to Tier IV dual fuel fleets. We continually evaluate our capital expenditures and the amount that we ultimately spend will depend on a number of factors, including customer demand for new fleets and expected industry activity levels. We believe we will be able to fund our 2022 capital program from cash flows from operations. We are disciplined about deploying growth capital to our business, and expect investments in new fleets to have a simple payback of 2.0 years or fewer before investing. As a result of this approach, we believe that we operate one of the most profitable frac businesses and that our strategies and competitive advantages have contributed to our strong relative financial performance, as demonstrated by our history of positive EBITDA generation despite recent market volatility. Our vertical integration of key supply chains enables consistent cost management, low capital intensity and high conversion of EBITDA to cash flow, which we believe will help us deliver shareholder returns across market cycles, while maintaining a conservative balance sheet. Recent developments Partial Exercise of Underwriters Over-Allotment Option On June 6, 2022, ProFrac Holding Corp. completed the sale to the underwriters in the IPO of an additional 2,228,153 shares of Class A common stock at a price of $18.00 per share (less the underwriting discounts and commissions) pursuant to the 30-day over-allotment option granted to the underwriters in connection with the IPO. Table of Contents FTSI Acquisition On March 4, 2022, ProFrac LLC acquired FTSI for a purchase price of approximately $405.7 million, consisting of cash consideration of $332.8 million and certain equity interests in ProFrac LLC of $72.9 million. FTSI was one of the largest providers of hydraulic fracturing services in North America, with 1.3 million HHP as of December 31, 2021. FTSI averaged 13 active fleets (including 7 dual fuel fleets) in the fourth quarter of 2021, with operations in the Permian Basin, Eagle Ford Shale, Midcontinent, Haynesville Shale and Uinta Basin. FTSI activated its first Tier 4 DGB fleet in January 2022 to bring its active fleet count to 14. Following the FTSI Acquisition, we are in the process of retiring the remaining 11 idle fleets, and we expect to use those fleets in our maintenance operations. In calendar year 2021, FTSI had increased its average pumping hours per day by over 75% since the first quarter of 2018 and its fleets pumped, on average, more days per month than any prior year in its existence. FTSI enjoyed an industry-leading maintenance capex per fleet of $2.6 million during 2021, which is approximately 40% to 50% below the estimated average per-fleet maintenance capex of its peers. FTSI recently reached an agreement to build and deploy a new fleet outfitted with Caterpillar Inc. s Tier IV DGB engines to a large, independent exploration and production company on a dedicated basis. The agreement offers pricing and utilization levels that we believe will allow us to recoup over two-thirds of the associated capital investment over an initial term of 18 months. We believe the FTSI Acquisition could result in potential synergies, in the form of annual cost reductions, of approximately $55 million (consisting of annual reductions in cost of sales of approximately $35 million, maintenance capex of approximately $10 million and selling, general and administrative expenses of approximately $10 million). We calculated these potential synergies based on the differences between FTSI s historical third party costs associated with equipment repairs and rebuilds, and our historical costs of conducting equivalent repairs and rebuilds in-house. In connection with the completion of the FTSI Acquisition, FTSI conveyed to Wilks Development, LLC, an affiliate of ProFrac LLC, substantially all of FTSI s owned real property, consisting primarily of FTSI s hydraulic fracturing equipment manufacturing facilities, in exchange for cash consideration of approximately $44.4 million (the FTSI Sale Leaseback ). We will lease such real property from Wilks Development, LLC in exchange for aggregate monthly lease payments of $51.6 million through March 2032. See Certain Relationships and Related Party Transactions Wilks Development Lease Agreement. We funded the approximately $332.8 million cash consideration for the FTSI Acquisition, and our associated expenses, with a combination of borrowings under the New Term Loan Credit Facility (as defined herein) and the New ABL Credit Facility (as defined herein), ProFrac LLC s cash on hand, proceeds from the FTSI Sale Leaseback and approximately $44.0 million in subordinated debt financing from THRC Holdings, LP, a Texas limited partnership that is controlled by Dan Wilks ( THRC Holdings ) and Equify Financial, LLC, an affiliate of the Wilks. In addition, THRC Holdings, which owned approximately 19.5% of FTSI, agreed to retain that interest in FTSI in lieu of receiving cash pursuant to the FTSI Merger Agreement. Immediately following the closing of the cash acquisition pursuant to the FTSI Merger Agreement, ProFrac LLC distributed the 80.5% of the FTSI equity it acquired in such merger to Farris Wilks and THRC Holdings in a manner that resulted in each of them owning 50% of FTSI (the FTSI Distribution ), with THRC Holdings receiving a smaller share of the FTSI Distribution and instead retaining certain preferred equity in ProFrac LLC in lieu of its redemption in connection with such distribution (such ProFrac LLC equity, the THRC FTSI Related Equity ). Immediately following the FTSI Distribution, FTSI contributed all of its subsidiaries, business and assets to ProFrac LLC in exchange for common equity interests in ProFrac LLC with a value equal to the net fair market value of such subsidiaries, business and assets. As a result, the former subsidiaries, business and assets of FTSI, other than those subject to the FTSI Sale Leaseback, are wholly owned by us. Table of Contents Agreement to Acquire the SP Companies On June 16, 2022, ProFrac Holdings II LLC ( ProFrac II LLC ) entered into a Membership Interest Purchase Agreement (the SP Companies Purchase Agreement ) by and among ProFrac II LLC, FoxRock Ranch Holding Company, LLC ( SP Seller ), SP Silica of Monahans, LLC ( SP Monahans ) and SP Silica Sales, LLC ( SP Sales and, together with SP Monahans, the SP Companies ). Pursuant to the SP Companies Purchase Agreement, at the Closing (as defined in the SP Companies Purchase Agreement), upon the terms and subject to the conditions set forth in the SP Companies Purchase Agreement, ProFrac II LLC has agreed to purchase from SP Seller 100% of the issued and outstanding membership interests of each of the SP Companies for a purchase price of $90,000,000 in cash, subject to certain customary working capital, indebtedness and other adjustments at the time of the closing (the SPS Acquisition ). The closing of the transactions contemplated by the SP Companies Purchase Agreement is to take place on the third business day after the satisfaction or waiver of all conditions to the obligations of the parties to consummate such transactions. As a result, we can offer no assurance that the acquisition of the SP Companies will be consummated or as to its ultimate timing. In connection with the closing of the SPS Acquisition, ProFrac II LLC would acquire, among other things, an in-basin frac sand facility and related mining operations in the Permian Basin. Agreement to Acquire U.S. Well Services, Inc . As previously disclosed in the Company s Current Report on Form 8-K filed with the SEC on June 24, 2022 (the USWS Merger 8-K ), on June 21, 2022, the Company entered into an Agreement and Plan of Merger (the USWS Merger Agreement ), by and among the Company, USWS, and Thunderclap Merger Sub I, Inc., a Delaware corporation and an indirect subsidiary of the Company ( Merger Sub ). The USWS Merger Agreement provides for, among other things, the merger of Merger Sub with and into USWS, with USWS surviving the merger as the surviving corporation and an indirect subsidiary of the Company (the Merger ). Based on the closing price of the Company s Class A Common Stock (as reported on the Nasdaq Global Select Market) of $21.49 per share on June 21, 2022, the last trading day prior to announcement of the USWS Merger Agreement, the transaction represents aggregate stock consideration of approximately $93 million and a consideration per share of Class A Common Stock of USWS, par value $0.0001 per share (the USWS Common Stock ) of $1.21. After giving effect to the conversions of certain securities of USWS, as described in the USWS Merger 8-K, the total stock consideration payable to USWS stockholders and holders of USWS equity awards, based on the Company s Class A Common Stock June 21, 2022 closing price, would be approximately $270 million. The acquisition is expected to be completed in the fourth quarter of 2022. However, the completion of the acquisition is subject to the satisfaction of customary closing conditions, including the approval of USWS stockholders, as described in the USWS Merger 8-K. As a result, we can offer no assurance that the acquisition of USWS will be consummated or as to its ultimate timing. New Term Loan Credit Facility On March 4, 2022, ProFrac LLC, ProFrac II LLC, as borrower (in such capacity, the Term Loan Borrower ), and certain of the Term Loan Borrower s wholly owned subsidiaries as obligors, entered into a senior secured term loan credit agreement (the New Term Loan Credit Facility ), with a group of lenders with Piper Sandler Finance LLC, as administrative agent and collateral agent. The New Term Loan Credit Facility provides for a term loan facility in an aggregate principal amount of $450.0 million. As of March 31, 2022, the Term Loan Borrower had Table of Contents $450.0 million outstanding under the New Term Loan Credit Facility. Our New Term Loan Credit Facility matures on March 4, 2025. New ABL Credit Facility On March 4, 2022, ProFrac LLC, ProFrac II LLC, as borrower (in such capacity, the ABL Borrower ), and certain of the ABL Borrower s wholly owned subsidiaries as obligors, entered into a senior secured asset-based revolving credit agreement (as amended, the New ABL Credit Facility ), with a group of lenders with JPMorgan Chase Bank N.A., as administrative agent and collateral agent. The New ABL Credit Facility provides for an asset-based revolving credit facility with a borrowing base and lender commitments of $100.0 million. The New ABL Credit Facility has a borrowing base composed of certain eligible accounts receivable and eligible inventory less customary reserves, as redetermined monthly. As of March 31, 2022, the maximum availability under the New ABL Credit Facility was the aggregate lender commitments of $100.0 million with $70.7 million of borrowings outstanding and $9.2 million of letters of credit outstanding, resulting in approximately $20.1 million of remaining availability. Our New ABL Credit Facility matures on the earlier of (i) March 4, 2027 and (ii) 91 days prior to the stated maturity of any material indebtedness (other than the First Financial Loan). FHE Investment In February 2022, we acquired the preferred equity in FHE for $45.95 million. We believe FHE s products and services, which include proprietary completion equipment and related services, will improve the efficiency and safety of our frac services, while allowing us to expand our manufacturing capabilities and suite of completion services. Currently, FHE has an installed base of approximately 175 RigLock systems, one of their flagship products, servicing a number of market-leading E&P and oilfield services operators. Flotek Investment On February 2, 2022, we entered into an agreement with Flotek, a technology-driven, specialty green chemicals and logistics provider, pursuant to which Flotek will provide full downhole chemistry solutions for a minimum of ten hydraulic fleets or 33% of our Pre-Acquisition Fleets for three years starting on April 1, 2022, at a price of cost plus 7% ( Flotek Supply Agreement ). In exchange for entry into the Flotek Supply Agreement, we received $10 million in initial principal amount of notes that are convertible into Flotek common stock and acquired an additional $10 million in principal amount of such notes in a related private offering transaction. Our equity ownership in Flotek on a fully diluted basis as a result of this investment was greater than 16%. In addition, we were permitted to designate up to two new directors to Flotek s board of directors. On May 17, 2022, we and Flotek entered into an amendment to the Flotek Supply Agreement (the Flotek Supply Agreement Amendment ) to increase the term to ten years and increase the scope to 30 fleets. In exchange for our entry into the Flotek Supply Agreement Amendment, Flotek issued us $50 million in initial principal amount of notes that are convertible into Flotek common stock. We are permitted to designate two additional directors, or up to four new directors to Flotek s board of directors. The Flotek Supply Agreement Amendment includes a minimum annual volume commitment whereby we are obligated to pay Flotek liquidated damages equal to 25% of the shortfall for such year, should we fail to meet the minimum purchase amount. We estimate that the current supply agreement would lead to a shortfall payment of approximately $40 million per year if we do not purchase any chemicals from Flotek. We currently expect to be able to fulfill the minimum annual volume commitment on the greater of 10 fleets or 33% of our Pre-Acquisition Fleets pursuant to the Flotek Supply Agreement Amendment. Table of Contents The notes issued to ProFrac accrue paid-in-kind interest at a rate of 10% per annum, have a maturity of one year, and convert into common stock of Flotek (a) at the holder s option at any time prior to maturity, at a price of $1.088125 per share, (b) at Flotek s option, if the volume-weighted average trading price of Flotek s common stock equals or exceeds $2.50 for 20 trading days during a 30 consecutive trading day period, or (c) at maturity, at a price of $0.8705 (the Convertible Notes ). On June 17, 2022, we entered into an agreement with Flotek, pursuant to which we purchased pre-funded warrants (the Prefunded Warrants ) at a price of $19,500,000 in cash, permitting us to purchase 13,104,839 shares of common stock of Flotek at an exercise price equal to $0.0001 per share (the Flotek Securities Purchase Agreement ). We may not receive any voting or consent rights in respect of the Prefunded Warrants or the underlying shares unless and until (i) Flotek has obtained approval from a majority of its shareholders excluding us and (ii) we have paid an additional $4,500,000 to Flotek. We believe the Flotek Supply Agreement Amendment, the Convertible Notes and the Flotek Securities Purchase Agreement demonstrate our commitment to our vertical integration strategy and provide greater control over our supply chain, monetize procurement demand and provide a hedge against price increases in completion chemicals by securing a fixed price contract for such chemicals. West Munger Acquisition In December 2021, we acquired approximately 6,700 acres near Lamesa, Texas, which we refer to as West Munger, that we are developing into an in-basin Permian Basin frac sand resource. We acquired West Munger for aggregate consideration equal to 2,117,227 shares of our Class A common stock (the West Munger Acquisition ), 2,114,273 of which were issued to the West Munger sellers in connection with the closing of the IPO and 2,954 shares of which were issued subsequently as a true-up. We are in the process of installing mining and processing facilities at the site that would permit us to mine and process two million tons of sand per year and we expect such facilities to be operational in the third quarter of 2022. The acquisition increases our proppant production capacity while mitigating supply chain constraints and operational disruptions. Electric fleets We are party to an agreement with USWS that permits us to purchase up to 20 licenses for its Clean Fleet electric frac, or efrac technology. We have purchased three licenses, and we expect to begin deploying the first of these electric-powered hydraulic fracturing fleets in the second quarter of 2022, and we have two more under construction, which we expect to be ready for deployment during the second half of 2022. These fleets significantly reduce emissions, sound pollution and fuel consumption when compared to Tier II diesel fleets without sacrificing strong operational performance. We intend to align additional fleet construction with visible customer demand and to use our vertically integrated manufacturing facility to build the units, leading to what we believe will be the lowest capital cost electric frac technology in the market. Principal shareholders The Wilks are our principal shareholders. Prior to founding ProFrac in 2016, the Wilks founded the predecessor to FTSI in 2000, which they grew into one of the largest North American hydraulic fracturing companies based on HHP before selling their interest in that business in 2011. Combined, Dan Wilks and Farris Wilks have more than 75 years experience in the energy and energy services sectors. The Wilks will beneficially own approximately 68.4% of our Class A common stock and approximately 96.4% of our Class B common stock, collectively representing approximately 88.6% of the voting power of the Company. Table of Contents We are also a party to certain agreements with other businesses owned by or affiliated with the Wilks. For a description of these agreements, please read Certain Relationships and Related Party Transactions. Initial Public Offering and Corporate Reorganization On May 17, 2022, ProFrac Holding Corp. completed the IPO of 16,000,000 shares of Class A common stock, par value $0.01 per share (the Class A common stock ) at a price to the public of $18.00 per share. After deducting underwriting discounts and commissions, ProFrac Holding Corp. received net proceeds of approximately $273.4 million. On June 6, 2022, the underwriters in the IPO partially exercised their over-allotment option to purchase an additional 2,228,153 shares of Class A common stock at a price of $18.00 per share. After deducting underwriting discounts and commissions, ProFrac Holding Corp. received net proceeds of approximately $37.5 million. ProFrac Holding Corp. used $72.9 million of the net proceeds to redeem the membership ownership interests from the then-existing owners of THRC FTSI Related Equity and contributed the remaining proceeds to ProFrac LLC. ProFrac LLC used the remaining proceeds (i) to pay down $143.8 million of the outstanding borrowings under the New Term Loan Credit Facility, (ii) to fully pay the $22.0 million of the outstanding borrowings of the Backstop Note, (iii) to pay down $22.0 million of the outstanding borrowings of the Closing Date Note, (iv) to pay down $20.8 million of the outstanding borrowings of the Equify Bridge Note and (v) for general corporate uses and additional repayment of debt. In connection with the IPO and as part of the Corporate Reorganization, ProFrac Holding Corp. and ProFrac LLC completed the following transactions: ProFrac LLC amended and restated its limited liability company agreement (the ProFrac LLC Agreement ) to, among other things, provide for a single class of common units representing ownership interests in ProFrac LLC and provide a mechanism pursuant to which each of the holders of ProFrac LLC Units (any holder of ProFrac LLC Units other than ProFrac Holding Corp. and its wholly-owned subsidiaries, ProFrac LLC Unit Holders ) has, subject to certain limitations, the right (the Redemption Right ) to cause ProFrac LLC to acquire all or a portion of its ProFrac LLC Units for shares of Class A common stock of ProFrac Holding Corp. on a one-for-one basis or, at ProFrac LLC s election, an equivalent amount of cash. Alternatively, upon the exercise of the Redemption Right, ProFrac Holding Corp. (instead of ProFrac LLC) will have the right (the Call Right ) to, for administrative convenience, acquire each tendered ProFrac LLC Unit directly from the redeeming ProFrac LLC Unit Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash. In connection with any redemption of ProFrac LLC Units pursuant to the Redemption Right or the Call Right, the corresponding number of shares of Class B common stock, par value $0.01 per share, of ProFrac Holding Corp. (the Class B common stock ) will be cancelled; ProFrac Holding Corp. amended and restated its certificate of incorporation and bylaws to, among other things, authorize (i) 600,000,000 shares of Class A common stock, (ii) 400,000,000 shares of Class B common stock, and (iii) 50,000,000 shares of preferred stock, par value $0.01 per share (the preferred stock ). Shares of Class A common stock have one vote per share and have economic rights. Shares of Class B common stock have no economic rights, but have one vote per share; Existing owners of ProFrac LLC exchanged their membership interests in ProFrac LLC for ProFrac LLC Units; Table of Contents Each ProFrac LLC Unit Holder received a number of shares of Class B common stock equal to the number of ProFrac LLC Units held by such ProFrac LLC Unit Holder following the IPO in exchange for a cash payment equal to the par value of such shares; ProFrac Holding Corp. entered into a tax receivable agreement (the Tax Receivable Agreement ) with certain of the ProFrac LLC Unit Holders (each such person or its permitted transferees, a TRA Holder , and collectively, the TRA Holders ); and The board of directors of ProFrac Holding Corp. (the Board ) adopted the ProFrac Holding Corp. 2022 Long Term Incentive Plan (the 2022 Plan or long term incentive plan ) to incentivize individuals providing services to ProFrac Holding Corp. and its subsidiaries and affiliates. The total number of shares reserved for issuance under the 2022 Plan that may generally be issued pursuant to awards granted under the 2022 Plan is 3,120,708. The 2022 Plan is administered by the Board, except to the extent the Board elects a committee of directors to administer the 2022 Plan. After giving effect to these transactions and the IPO, ProFrac Holding Corp. directly and indirectly owns an approximate 27.8% interest in ProFrac LLC, and the ProFrac LLC Unit Holders will own an approximate 72.2% interest in ProFrac LLC and all of our Class B common stock. Please see Principal and Selling Stockholders for additional information. The following diagram indicates our simplified ownership structure immediately following this offering. (1) Includes an aggregate of 5,200,000 shares of Class A common stock purchased in the IPO by THRC Holdings, the Farris and Jo Ann Wilks 2022 Family Trust and their affiliates. Table of Contents Summary risk factors Investing in our Class A common stock involves risks. You should carefully read the section of this prospectus entitled Risk Factors beginning on page 36 and the other information in this prospectus for an explanation of these risks before investing in our Class A common stock. In particular, the following considerations may offset our competitive strengths or have a negative effect on our strategy or operating activities, which could cause a decrease in the price of our Class A common stock and a loss of all or part of your investment. Risks related to our business Our business and financial performance depends on the oil and natural gas industry and particularly on the level of capital spending and E&P activity within the United States and in the basins in which we operate. The COVID-19 pandemic reduced demand for our services and could, in the future, have a material adverse effect on our operations, business and financial results. The cyclical nature of the oil and natural gas industry may cause our operating results to fluctuate. The political environment in oil and natural gas producing regions, including uncertainty or instability resulting from civil disorder, terrorism or war, such as the recent conflict between Russia and Ukraine, may materially affect our operating results. We face significant competition that may cause us to lose market share. Our business depends upon our ability to obtain specialized equipment, parts and key raw materials from third-party suppliers, and we may be vulnerable to delayed deliveries and future price increases. We currently rely on a limited number of suppliers for major equipment to build new electric-powered hydraulic fracturing fleets utilizing Clean Fleet technology, and our reliance on these vendors exposes us to risks including price and timing of delivery. Reliance upon a few large customers may adversely affect our revenue and operating results. We are exposed to counterparty credit risk. Nonpayment and nonperformance by our customers, suppliers or vendors could adversely impact our operations, cash flows and financial condition. Oil and natural gas companies operations using hydraulic fracturing are substantially dependent on the availability of water. Restrictions on the ability to obtain water for E&P activities and the disposal of flowback and produced water may impact their operations and have a corresponding adverse effect on our business, results of operations and financial condition. We rely on a few key employees whose absence or loss could adversely affect our business. A negative shift in investor sentiment of the oil and gas industry has had and could in the future have adverse effects on our customers operations and ability to raise debt and equity capital. Our operations require substantial capital and we may be unable to obtain needed capital or financing on satisfactory terms or at all, which could limit our ability to grow. Concerns over general economic, business or industry conditions may have a material adverse effect on our results of operations, liquidity and financial condition. Table of Contents Our indebtedness and liquidity needs could restrict our operations and make us more vulnerable to adverse economic conditions. Restrictions in our debt agreements and any future financing agreements may limit our ability to finance future operations, meet capital needs or capitalize on potential acquisitions and other business opportunities. Our operations are subject to unforeseen interruptions and hazards inherent in the oil and natural gas industry, for which we may not be adequately insured and which could cause us to lose customers and substantial revenue. Inaccuracies in our estimates of mineral reserves and resource deposits, or deficiencies in our title to those deposits, could result in our inability to mine the deposits or require us to pay higher than expected costs. Increasing trucking regulations may increase our costs and negatively impact our results of operations. We are subject to cyber security risks. A cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss. If we are unable to fully protect our intellectual property rights, or if we are adversely affected by disputes regarding intellectual property rights of third parties, we may suffer a loss in our competitive advantage or market share. Following the FTSI Acquisition, our fleet includes substantial legacy capacity that may require increased levels of maintenance and capital expenditures to be maintained in good operating condition, is less efficient than our Pre-Acquisition Fleets, and may be subject to a higher likelihood of mechanical failure, an inability to economically return to service or requirement to be scrapped. If we are unable to manage retiring some portion of our fleet efficiently, or if we are unable meet the changing needs of our customers, our results will deteriorate and our financial position and cash flows could be materially adversely affected. Risks related to environmental and regulatory matters Our operations and the operations of our customers are subject to environmental, health and safety laws and regulations, and future compliance, claims, and liabilities relating to such matters may have a material adverse effect on our results of operations, financial position or cash flows. Our operations, and those of our customers, are subject to a series of risks arising from climate change. Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews and investment practices for such activities may serve to limit future oil and natural gas E&P activities and could have a material adverse effect on our results of operations and business. Conservation measures, commercial development and technological advances could reduce demand for oil and natural gas and our services. Additional restrictions on drilling activities intended to protect certain species of wildlife may adversely affect our ability to conduct completion activities. Risks related to this offering and our Class A common stock ProFrac Holding Corp. is a holding company. ProFrac Holding Corp. s only material asset is its equity interest in ProFrac LLC, and ProFrac Holding Corp. will accordingly be dependent upon distributions from ProFrac LLC to pay taxes, make payments under the Tax Receivable Agreement and cover its corporate and other overhead expenses. Table of Contents Conflicts of interest could arise in the future between us, on the one hand, and Dan Wilks and Farris Wilks and entities owned by or affiliated with them, on the other hand, concerning, among other things, business transactions, potential competitive business activities or business opportunities. The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of Sarbanes-Oxley, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner. The Wilks have the ability to direct the voting of a majority of our voting stock, and their interests may conflict with those of our other stockholders. A significant reduction by Dan Wilks and Farris Wilks of their ownership interests in us could adversely affect us. In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, ProFrac Holding Corp. realizes in respect of the tax attributes subject to the Tax Receivable Agreement. We expect to be a controlled company within the meaning of the Nasdaq rules and, as a result, will qualify for and intend to rely on exemptions from certain corporate governance requirements. Principal executive offices and internet address Our principal executive offices are located at 333 Shops Boulevard, Suite 301, Willow Park, Texas 76087, and our telephone number is (254) 776-3722. Our website is located at http://www.profrac.com . We expect to make our periodic reports and other information filed with or furnished to the Securities and Exchange Commission ( SEC ) available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus. Emerging growth company status As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As an emerging growth company, we may, for up to five years, take advantage of specified exemptions from reporting and other regulatory requirements that are otherwise applicable generally to public companies. These exemptions include: the presentation of only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus; deferral of the auditor attestation requirement on the effectiveness of our system of internal control over financial reporting; exemption from the adoption of new or revised financial accounting standards until they would apply to private companies; exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor s report in which the Table of Contents auditor would be required to provide additional information about the audit and the financial statements of the issuer; and reduced disclosure about executive compensation arrangements. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act ) for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies. We may take advantage of these provisions until we are no longer an emerging growth company, which will occur on the earliest of (i) the last day of the fiscal year following the fifth anniversary of our IPO, (ii) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue which, as a result of the FTSI Acquisition, we expect may occur as of December 31, 2022, (iii) the date on which we issue more than $1 billion of non-convertible debt over a three-year period and (iv) the date on which we are deemed to be a large accelerated filer, as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act ). Controlled company status Because the Wilks own 26,666,228 shares of Class A common stock and 97,447,865 ProFrac LLC Units (and an equal number of shares of Class B common stock), representing approximately 88.6% of the voting power of the Company, we are a controlled company under the Sarbanes-Oxley Act of 2002 ( Sarbanes-Oxley ) and rules of Nasdaq. A controlled company is not required to have a majority of independent directors or to maintain an independent compensation or nominating and governance committee. As a controlled company, we are subject to rules of Sarbanes-Oxley that require us to have an audit committee composed entirely of independent directors. If at any time we cease to be a controlled company, we will take all action necessary to comply with Sarbanes-Oxley and rules of Nasdaq, including by appointing a majority of independent directors to our board of directors and ensuring we have a compensation committee and nominating and governance committee composed of independent directors, subject to a permitted phase-in period. See Management Status as a Controlled Company. Table of Contents

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+ PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all of the information that may be important to you and your investment decision. You should carefully read this entire prospectus, including the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements, Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and related notes before deciding to buy shares of our common stock. In this prospectus, unless context requires otherwise, references to we, us, our, Arcellx, or the company refer to Arcellx, Inc. and, where appropriate, our subsidiary Subdomain, LLC. Overview We are a clinical-stage biotechnology company reimagining cell therapy through the development of innovative immunotherapies for patients with cancer and other incurable diseases. We believe cell therapies are one of the forward pillars of medicine, and our mission is to advance humanity by engineering cell therapies that are safer, more effective and more broadly accessible. Though cell therapies have shown benefits to date, cell therapies have historically been constrained to existing biologic structures, which has limited their impact and opportunity. Our novel synthetic binding scaffold, the D-Domain, is designed to overcome the limitations of traditional Chimeric Antigen Receptor T cells (CAR-Ts). Existing cell therapy solutions, most of which use a biologic-based, single chain variable fragment (scFv) binding domain, tend to be beneficial to a limited segment of patients, often result in high toxicity, and have narrow applicability in treatable indications. We believe we can overcome these limitations by engineering a new class of D-Domain powered autologous and allogeneic CAR-Ts, including classical single infusion CAR-Ts called ddCARs and dosable and controllable universal CAR-Ts called ARC-SparX, to address hematologic cancers, solid tumors, and indications outside of oncology, such as autoimmune diseases. At the 2022 Annual Meeting of the American Society of Clinical Oncology (ASCO), we announced positive preliminary results in our ongoing Phase 1 clinical trial for CART-ddBCMA for the treatment of relapsed or refractory (r/r) multiple myeloma (MM). As of the May 3, 2022 data cutoff date, 31 patients were evaluable for safety and efficacy analysis, which required at least a 1-month follow-up visit per protocol using the 2016 International Myeloma Working Group (IMWG) uniform response criteria for MM, which are further described on page 131. These evaluable patients comprised the dose escalation cohorts for the first dose level (DL1) (n=6) and the second dose level (DL2) (n=6) and a dose expansion cohort of DL1 (n=19). Key highlights from the data presented are as follows: Of the 31 evaluable patients: 12 (39%) patients have extramedullary disease (EMD); 100% overall response rate (ORR) achieved per IMWG criteria with median follow up of 12.1 months; 22 of 31 (71%) patients achieved complete response (CR) or a stringent complete response (sCR); 29 of 31 (94%) patients achieved very good partial response (VGPR) or better; and 2 of 31 (6%) patients achieved a partial response (PR). The longest response to date is ongoing at 27 months in the first patient ever dosed with CART-ddBCMA, a patient with EMD. Conversions to sCR have occurred as early as the 1-month follow-up visit and have currently been reported as late as the 12-month follow-up visit. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated June 15, 2022 P R O S P E C T U S 5,000,000 Shares Common Stock We are selling 5,000,000 shares of our common stock. Our common stock is listed on the Nasdaq Global Select Market under the symbol ACLX. On June 13, 2022, the last reported sale price of our common stock on the Nasdaq Global Select Market was $21.71 per share. The final public offering price will be determined through negotiation between us and the underwriters in the offering, and the last reported sale price of our common stock used throughout this prospectus may not be indicative of the final public offering price. We are an emerging growth company and a smaller reporting company as defined under the federal securities laws and, under applicable Securities and Exchange Commission ( SEC ) rules, we have elected to comply with certain reduced public company reporting and disclosure requirements. See Prospectus Summary Emerging Growth Company and Smaller Reporting Company Status. Investing in the common stock involves risks that are described in the Risk Factors section beginning on page 15 of this prospectus. Per Shares Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ (1) See the section titled Underwriting for additional information regarding compensation payable to the underwriters. The underwriters may also exercise their option to purchase up to an additional 750,000 shares from us, at the public offering price, less the underwriting discounts and commissions, for 30 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares will be ready for delivery on or about , 2022. BofA Securities SVB Securities William Blair Canaccord Genuity The date of this prospectus is , 2022. Table of Contents Of the 16 patients who have had their 12-month follow-up visit: 8 (50%) patients have EMD; 13 (81%) patients reached CR/sCR; and 9 (56%) patients remain in ongoing response with a median follow up of 17.7 months. CART-ddBCMA dosed at the recommended Phase 2 dose (RP2D) of 100 million CAR+T cells (DL1) continues to be well-tolerated. Adverse events, including cytokine release syndrome (CRS) and immune effector cell-associated neurotoxicity syndrome (ICANS), have been manageable, and all were resolved with standard management. No cases of delayed neurotoxicity events or parkinsonian symptoms have been observed. No cases of grade 3 (or greater) CRS and only one case (4%) of grade 3 ICANS event have been observed with no additional cases from those previously reported as of the November 4, 2021 cutoff date. All patients enrolled in the trial have poor prognostic factors with 21 of 31 (68%) patients being penta-refractory and all 31 patients having had at least three prior treatments, with a median of five prior lines of therapy. Twelve out of 31 patients (39%) had EMD, a condition in which myeloma cells form tumors outside the bone marrow, involving one or more organs, including the liver, lymph nodes, skin, lungs, and central nervous system. EMD is associated with worse prognosis, and patients with EMD have been reported to experience lower CR rates and shorter duration of response (DOR) in clinical trials of other BCMA-targeting CAR-T therapies than non-EMD patients. Twelve of 31 patients (39%) had greater than 50% bone marrow plasma cells (BMPC), which are the malignant cells that cause multiple myeloma. Patients with a high percentage of BMPC are considered to have increased tumor burden, which has been associated with poor prognosis in MM clinical trials and observational studies. We believe our preliminary Phase 1 clinical data have demonstrated that D-Domains can potentially provide meaningful clinical benefits. Our D-Domain platform consists of structurally unique binders that are small and stable. They can be consistently manufactured and easily modified to generate diverse libraries of proprietary target-binding domains. The small size and structure of our D-Domain binders compared to other antigen binding domains used in CAR constructs, such as scFvs, are illustrated below. In our preclinical studies, we have demonstrated that CARs with D-Domains exhibit higher transduction efficiency, higher surface expression, and lower tonic signaling than CARs with scFvs, which we believe can lead to cell therapies with improved therapeutic benefit and reduced toxicity. Our D-Domain platform enables us to make a range of CAR-T therapies, including ddCARs and ARC-SparX, tailored to address the complexities of cancer. 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+ The Canadian and United States federal governments regulate drugs through the Controlled Drugs and Substances Act (Canada) (the "CDSA") and the Controlled Substances Act (21 U.S.C. 811) (the "CSA"), respectively, which place controlled substances in a schedule. Under the CDSA, N,N Dimethyltryptamine ("DMT") is currently a Schedule III drug. The CDSA generally prohibits all uses of controlled substances unless an exemption is granted under section 56 of the CDSA or the regulations allow otherwise. The Minister of Health can grant exemptions under section 56 of the CDSA to use controlled substances if it is deemed to be necessary for a medical or scientific purpose or is otherwise in the public interest. Under the CSA, DMT is currently a Schedule I drug. Health Canada and the United States Food and Drug Administration (the "FDA") have not approved DMT as a drug for any indication. If the Company is found to be in violation of the CSA or any of the requirements of the United States Drug Enforcement Administration (the "DEA"), the DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke any registrations once granted, which could have a material adverse effect on the Company's business, operations and financial condition. Certain states of the United States also maintain separate controlled substance laws and regulations, including licensing, recordkeeping, security, distribution, and dispensing requirements. State authorities, including boards of pharmacy, regulate use of controlled substances in each state. Failure to maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can result in enforcement action that could have a material adverse effect on the Company's business, operations and financial condition. In the United States, DMT is classified as Schedule I drug under the CSA and the Controlled Substances Import and Export Act (the "CSIEA") and as such, medical and recreational use is illegal under the United States federal laws. The Company's program involving a Schedule I drug is conducted in strict compliance with the laws and regulations regarding the production, storage and use of Schedule I drugs. As such, all facilities engaged with such substances by or on behalf of the Company do so under current licenses and permits issued by appropriate federal, state and local governmental agencies. The Company does not advocate for the legalization of psychedelic substances and does not deal with psychedelic substances except within laboratory or clinical trial settings conducted within approved regulatory frameworks. The Company currently sponsors and works with licensed third parties in the United States to conduct any clinical trials and research relating to psychedelics and currently does not handle controlled or restricted substances under the CDSA or CSA. If the Company were to conduct this work without reliance on third parties, it would need to obtain the required licenses, approvals and authorizations from Health Canada, the FDA or other applicable regulatory bodies. The Company does not have any direct or indirect involvement with the illegal selling, production or distribution of any substances in the jurisdictions in which it operates and does not intend to have any such involvement. It is a criminal offence to possess substances under the CDSA and the CSA without a prescription. In the United States, the Company's activities are potentially subject to additional regulation by various federal, state, and local authorities in addition to the FDA, including, among others, the Centers for Medicare and Medicaid Services, other divisions of Health and Human Services, or HHS, (for example, the Office of Inspector General), the Department of Justice, and individual U.S. Attorney offices within the Department of Justice, and state and local governments. In addition, all psychedelic research being conducted must have authorization by the DEA. In Canada, the Company's activities are potentially subject to additional regulation by various federal and provincial authorities, including, among others, Health Canada. Although the Company is in compliance with all applicable laws (and intends to continue to comply), there can be no assurance that new laws, regulations, and guidelines will not be enacted, or that existing or future laws and regulations will not be changed. Any introduction of new (or changes to existing) laws, regulations, and guidelines, or other unanticipated events could, among other things, (a) require the Company to implement extensive changes to its operations (which could, among other things increase compliance costs, and give rise to material liabilities), and (b) subject the Company to heightened scrutiny by regulators, stock exchanges, clearing agencies and other authorities. Sole Book-Running Manager Ladenburg Thalmann The date of this Prospectus is , 2022 You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or on our behalf. Neither we, nor the underwriters have authorized any other person to provide you with different or additional information. Neither we, nor the underwriters, take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates. Except as otherwise set forth in this prospectus, neither we nor the underwriters have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States. Unless the context otherwise requires, in this prospectus, the term(s) "we", "us", "our", "Company", "our company", "Algernon" and "our business" refer to Algernon Pharmaceuticals Inc. We completed a 100-for-1 reverse stock split in connection with our application to list on the Nasdaq Capital Market. PRESENTATION OF FINANCIAL INFORMATION The Company reports under International Financial Reporting Standards as issued by the International Accounting Standards Board, referred to as "IFRS". None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. The Company presents its financial statements in Canadian dollars. CURRENCY AND EXCHANGE RATES All dollar amounts in this prospectus are expressed in Canadian dollars unless otherwise indicated. Our accounts are maintained in Canadian dollars, and our financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. All references to "U.S. dollars", "USD", or to "US$" are to United States dollars. The following table sets forth, for each period indicated, the high and low exchange rate for U.S. dollars expressed in Canadian dollars, and the average exchange rate for the periods indicated. Averages for year-end periods are calculated by using the exchange rates on the last day of each full month during the relevant period. These rates are based on the noon-buying rate certified for custom purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in preparation of our consolidated financial statements, pro forma financial statements or elsewhere in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you. We make no representation that any Canadian dollar or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Canadian dollars, as the case may be, at any particular rate or at all. Year Ended Period End Period Average Rate High Rate Low Rate August 31, 2021 $1.2629 $1.3075 $1.4539 $1.2031 August 31, 2020 $1.3034 $1.3461 $1.4539 $1.2962 Last Six Months April 2022 $1.2802 $1.2628 $1.2831 $1.2452 March 2022 $1.2482 $1.2660 $1.2806 $1.2482 February 2022 $1.2662 $1.2711 $1.2840 $1.2647 January 2022 $1.2694 $1.2622 $1.2757 $1.2462 December 2021 $1.2777 $1.2796 $1.2941 $1.2651 November 2021 $1.2812 $1.2567 $1.2812 $1.2355 - 2 - Certain conversions from U.S. dollars into Canadian dollars have been made for your convenience at US$1.00 = $1.2802, the noon-buying price on April 30, 2022. MARKET, INDUSTRY AND OTHER DATA Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections entitled "Risk Factors", "Special Note Regarding Forward Looking Statements", and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and us. SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS This prospectus contains statements that constitute "forward-looking statements". Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in a number of different places in this prospectus and, in some cases, can be identified by words such as "anticipates", "estimates", "projects", "expects", "contemplates", "intends", "believes", "plans", "may", "will", or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this prospectus may include, but are not limited to, statements and/or information related to: uncertainties with respect to the effects of COVID-19 will directly and indirectly have on the Company; the Company's plans to develop, obtain regulatory approval for and commercialize its lead product candidates; the Company's ability to conduct successful clinical trials for its product candidates; the perceived benefits of the Company's product candidates over other treatments for NASH (as defined herein), IBS (as defined herein) and CKD (as defined herein); the Company's expectations regarding its revenue, expenses and research and development operations; the Company's anticipated cash needs and its need for additional financing; the Company's intention to grow the business and its operations; expectations with respect to future production costs and capacity; expectations regarding the Company's growth rates and growth plans and strategies; expectations with respect to the approval of the Company's license applications; the Company's ability to expand into international markets; the potential size of markets for the Company's product candidates; the Company's ability to partner with other pharmaceutical companies to develop, obtain regulatory approval and commercialize its product candidates; expectations regarding regulatory requirements and developments for its product candidates; the Company's competitive position and the regulatory environment in which the Company operates; the Company's expected business objectives for the next twelve months; the Company's plans with respect to the payment of dividends; the Company's ability to obtain additional funds through the sale of equity or debt commitments; and the ability of the Company's products to access markets. Forward-looking statements are based on certain assumptions and analyses made by the Company in light of the Company's experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. In making the forward looking statements included in this Prospectus, the Company has made various material assumptions, including but not limited to, the following: (i) the Company obtaining the necessary regulatory approvals; (ii) that regulatory requirements will be maintained; (iii) general business and economic conditions; (iv) the Company's ability to successfully execute its plans and intentions; (v) the availability of financing on reasonable terms; (vi) the Company's ability to attract and retain skilled staff; (vii) market competition; (viii) the products and technology offered by the Company's competitors; (ix) the maintenance of the Company's current good relationships with its suppliers, service providers and other third parties; (x) financial results, future financial position and expected growth of cash flows; (xi) business strategy, including budgets, projected costs, projected capital expenditures, taxes, plans, objectives, potential synergies and industry trends; (xii) research and development; (xiii) expectations concerning the size and growth of the global medical technology market; and (xiv) the effectiveness of the Company's products compared to its competitors' products. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and the Company cannot assure that actual results will be consistent with these forward looking statements. Given these risks, uncertainties and assumptions, investors should not place undue reliance on these forward looking statements. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under "Risk Factors", which include: - 3 - Risks related to our business and industry DMT is classified as a Schedule III drug in Canada and as such, medical and recreational use is illegal in Canada and certain other jurisdictions including Finland and the U.K. where we have engaged third party contractors, which are required to conduct programs involving DMT in strict compliance under licenses and permits issued by federal, state and local governmental agencies. Violation of any applicable laws could result in the loss of the necessary licenses and permits for Schedule III drugs by our third party contractors which could have an adverse effect on our operations. We rely on third parties for the execution of a significant portion of our regulatory, pharmacovigilance medical information, and logistical responsibilities. Failure of third party providers to meet regulatory requirements could result in repeat pre clinical and clinical trials, which would delay the regulatory approval process or result in termination of pre clinical and clinical trials. Any of the foregoing could have a material adverse effect on our business, prospects, results of operations and financial condition. Regulatory approvals are required prior to each clinical trial and we and our contract research organizations may fail to obtain the necessary approvals to commence or continue clinical testing in one or more jurisdictions. We and our contract research organizations could fail to receive regulatory approval for our planned research for many reasons which could have an adverse effect on our business. Psychedelic therapy is a new and emerging industry with ambiguous existing regulations and uncertainty as to future regulations. As such, new risks may emerge, and management may not be able to predict all such risks or be able to predict how such risks may result in actual results differing from the results contained in any forward looking statements. The market for psychedelic inspired medicines is uncertain, and any adverse or negative publicity, scientific research, limiting regulations, medical opinion and public opinion relating to the consumption of psychedelic inspired medicines may have a material adverse effect on our operational results, consumer base and financial results. None of the Company's product candidates have to date received regulatory approval for their intended commercial sale, which if not obtained would prevent us from being able to market a pharmaceutical product. Failure to follow applicable regulatory requirements will have a materially negative impact on our business. Furthermore, future changes in legislation cannot be predicted and could irreparably harm our business. There can be no assurance that the steps taken by us to protect proprietary rights will be adequate or that third parties will not infringe or misappropriate our copyrights, trademarks and similar proprietary rights, or that we will be able to detect unauthorized use and take appropriate steps to enforce rights, which could have a material adverse effect on our business and results of operations. Our clinical trials for each product candidate may fail to adequately demonstrate the safety and efficacy of that candidate, which could force us to abandon our product development plans for that product candidate. Pre-clinical and clinical trials are lengthy and expensive and any delays could result in increased costs to us and jeopardize or delay our ability to obtain regulatory approval and commence product sales; We may be required to suspend or discontinue clinical trials of a proposed product because of adverse side effects or other safety risks that could preclude approval of a drug candidate, which would harm our ability to generate product revenue, which could have a material adverse effect on our business. We may face product liability exposure from our products that may cause injury, which, if not covered by insurance, could result in significant financial liability that could have a material adverse effect on our business and results of operations. In light of our current resources and limited experience, we may need to establish successful third party relationships to successfully commercialize our future product candidates, which failure to do so may prevent us from generating sufficient revenue to fund further research and development efforts. There can be no assurance that contractual arrangements or other steps taken by us to protect our intellectual property will prove sufficient to prevent misappropriation of our technology or to deter independent third-party development of similar technologies. Other companies may claim that we infringe their intellectual property, whether meritorious or not, could be time consuming and result in costly litigation, which could have a material adverse effect upon our business, prospects, results of operations and financial condition. It is difficult and costly to protect our proprietary rights, and we may not be able to ensure their protection. If our patent position does not adequately protect our product candidates, others could compete against us more directly, which could materially harm our business. Even if patents are issued based on patent applications to which we have filed or have been granted a license, because the patent positions of pharmaceutical products are complex and uncertain, we cannot predict the scope and extent of patent protection for our product candidates, which if insufficient could have a material adverse effect on our business and continued operations. - 4 - The life of patent protection is limited, and third parties could develop and commercialize products and technologies similar or identical to ours and compete directly with us after the patent licensed to us expires, which could materially and adversely affect our ability to commercialize our products and technologies. Our intellectual property may not be sufficient to protect our product candidates from competition, which may negatively affect our business as well as limit our partnership or acquisition appeal. We may not be able to access currently available and approved finished product for our lead compounds, and/or may not able to gain approval to conduct any Phase 2 trials in markets where the current product is approved due to supply issues, which could have a material adverse effect on our business and results of operations. General Risk Factors: An investment in our securities is speculative and involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. We anticipate that we will have negative cash flow from operating activities in future periods. To the extent that we have negative cash flow in any future period, certain of the net proceeds from any offering we undertake may be used to fund such negative cash flow from operating activities, if any. The impact of the novel coronavirus (COVID-19) pandemic on the global economy and our operations remains uncertain, could have a material adverse impact on our business, financial condition and results of operations. We are subject to many risks common to a development stage company, including under capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. Our future operations are dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. The market price of the Common Shares may be subject to wide fluctuations in response to many factors and other events and outside of our control. We may become party to litigation from time to time in the ordinary course of business which could adversely affect our business. There is high potential that we will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and research and manufacturing than us. Increased competition by larger and better financed competitors could materially and adversely affect our business, financial condition and results of operations. Our success is dependent upon the ability, expertise, judgment, discretion and good faith of our senior management. There can be no assurance that an active and liquid market for the Common Shares will be maintained and an investor may find it difficult to resell any of our securities. Our operations may require licenses and permits from various governmental authorities. Our business may not be insurable or the insurance may not be purchased due to high cost. If we cannot successfully develop, manufacture and distribute our products, or if we experience difficulties in the development process, such as capacity constraints, quality control problems or other disruptions, we may not be able to develop market ready commercial products at acceptable costs, which would adversely affect our ability to effectively enter the market. We may pursue additional strategic transactions in the future, which could be difficult to implement, disrupt our business or result in dilution for existing shareholders. We are subject to global economy risk resulting in liquidity risks in meeting our development and future operating cost requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. Our consolidated financial statements contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all. We expect that the Common Share or Warrant price may continue to be more volatile than that of a seasoned issuer for the indefinite future which may subject the Company to securities litigation. Future sales may affect the market price of the Common Shares as we may determine there is a need to raise funds through the issuance of additional Common Shares or the issuance of debt instruments or other securities convertible into Common Shares. We incur significant costs as a result of being a public company listed on Nasdaq and these costs will grow after we cease to qualify as an "emerging growth company." Because the price per Common Share being offered is substantially higher than our net tangible book value per Common Share, you will experience immediate dilution in the net tangible book value of any Common Share you purchase in this offering. The exercise of Warrants offered hereby will cause significant dilution to holders of our equity securities. - 5 - Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Forward-looking statements might not prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. We wish to advise you that these cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to our company or persons acting on our company's behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws. You should carefully review the cautionary statements and risk factors contained in this prospectus and other documents that we may file from time to time with the securities regulators. - 6 - PROSPECTUS SUMMARY The following summary highlights, and should be read in conjunction with, the more detailed information contained elsewhere in this prospectus. You should read carefully the entire document, including our historical and pro forma financial statements and related notes, to understand our business, the Units, the pre-funded units, the Common Shares, the Warrants, the Pre-funded Warrants and the other considerations that are important to your decision to invest in the offering. You should pay special attention to the "Risk Factors" section beginning on page 12. Unless otherwise indicated, all information in this prospectus assumes no exercise of the underwriters' over-allotment option. All references to "$" or "dollars", are expressed in Canadian dollars unless otherwise indicated. Our Company Algernon Pharmaceuticals Inc. ("Algernon" or the "Company") is a clinical stage drug re-purposing company that investigates already approved drugs, and naturally occurring compounds, for new disease applications, moving them efficiently and safely into new human trials, developing new formulations and seeking new regulatory approvals. The Company specifically investigates compounds that have never been approved in the U.S. or Europe to avoid off label prescription writing. Off label prescription writing can interfere with the normal economic pricing models and revenue potential of newly approved drug treatments and may make them less attractive targets for licensing or acquisition. Algernon's drug discovery program is based on the concept of drug repurposing. Drug repurposing is the process of discovering new therapeutic uses for existing drugs. Repurposing offers several benefits over traditional drug development including a reduction in investment and risk, shorter research periods and as a result, a longer active patent life. Drug Compound Legend NP-120 ("Ifenprodil") - 7 - Ifenprodil is an N-methyl-D-aspartate (NMDA) receptor antagonist specifically targeting the NMDA-type subunit 2B (GluN2B). Ifenprodil prevents glutamate signalling. The NMDA receptor is found on many tissues including lung cells, T-cells, and neutrophils. Ifenprodil was developed in France and introduced into the Japanese market in 1982 by a global pharmaceutical company. AP-188 ("DMT") DMT also known as N,N-Dimethyltryptamine, is a known psychedelic compound that is part of the tryptamine family (other drugs in the tryptamine family include psilocybin and psilocin). DMT occurs naturally in many plant species and animals and has been used in religious ceremonies as a traditional spiritual medicine by indigenous people in the Amazonian basin. DMT can also be synthesised in a laboratory. DMT is a highly regulated substance globally, falling under various restrictions and classifications. Provided DMT is proven to be efficacious in a Phase 3 clinical trial, prior to its approval, in multiple jurisdictions, certain applications and process will need to be engaged in in order to commercialize the product which depends on the occurrence of regulatory changes for psychedelic-based products, that Health Canada and the FDA have not approved for any indication. Additionally, in the United States, DMT is a Schedule I Controlled Substances under the CSA and as such we are dependent on the FDA rescheduling DMT. NP-251 ("Repirinast") Repirinast was developed in Japan and approved in 1987. Repirinast is no longer available in Japan where it was initially approved as an anti-allergy medication. It was withdrawn from the market in 2013 for sales reasons. Intellectual Property With the exception of DMT, all of the Company's lead compounds are older than 20 years and the original composition of matter patents have expired. Since DMT is naturally occurring, a composition of matter patent was never filed. In order to build an intellectual property position around its discoveries, Algernon has filed new method of use patents for each of its lead compounds in the above stated disease areas, in addition to dosing and formulation patents. For example, and as it pertains to the treatment of kidney diseases, the Company is the owner of United States patent application 17/255,364 (published as United States publication number 2021/0260000) and its related counterpart applications in Canada, China, the member states of the European Patent Convention, and Japan, Where Algernon deemed it necessary, the Company has also filed patent applications in respect of chemical modifications and derivatives of certain of its lead compounds (see, for example, international patent applications PCT/CA2020/050407, PCT/CA2020/050408, and PCT/CA2020/050409). The Company signed a license agreement relating to its Ifenprodil cancer program with Dartmouth College for the rights to U.S. Pat. No. 9,084,775 that covers, methods for diagnosing and treating neuroendocrine cancer, specific to NMDA receptors. This exclusive agreement gives the Company control over the intellectual property licensed, until the date on which the last of the valid claims under the licensed patents in the licensed territory expires, lapses or is declared invalid, provided Dartmouth and the U.S. government retains certain standard rights under the Bayh-Dole Act 35 U.S.C. 200-212 (the "Bayh-Dole Act") and all regulations promulgated thereunder, as amended, and any successor statutes and regulations, specifically, under the "march-in" provisions of the Bayh-Dole Act, the U.S. government may have the right under limited circumstances to require the patent owners to grant exclusive, partially exclusive or non-exclusive rights to third parties for intellectual property discovered through the government-funded program. The Bayh-Dole Act is United States legislation that deals with inventions that arise from federal government funded research, including the patent licensed from Dartmouth College. The agreement provided for an upfront payment and reimbursement for patent costs incurred, along with milestones and a low single digit royalty in the event the drug is commercialized within the United States prior to the expiry of the patent. To date, the Company has made payments totaling $37,358 under this license agreement. The aggregate amount of all development, regulatory and milestones under the agreement are not known at this time, however are not expected to exceed US$300,000. Incorporation The Company was incorporated pursuant to the laws of the Province of British Columbia, Canada, on April 10, 2015 as "PBA Acquisitions Corp.", a wholly-owned subsidiary of Petro Basin Energy Corp. ("Algernon Parent"). On July 23, 2015, the Company changed its name to "Breathtec Biomedical, Inc.". The Company entered into an arrangement agreement with Algernon Parent and the plan of arrangement was completed on September 23, 2015. On February 19, 2019, the Company changed its name to "Algernon Pharmaceuticals Inc.". The Company has an August 31, fiscal year end. As of August 31, 2021, the Company had 1,674,868 Common Shares outstanding. In December 2021, following the global pandemic resulting from the coronavirus known as COVID-19, we became a remote-first company with the Company's management currently working remotely. Due to this, we do not currently have a principal executive office. Our telephone number is (604) 398-4175 ext 701. The Company's website address is http://algernonpharmaceuticals.com. Information on our website does not constitute part of this Prospectus. The Company's registered and records office is located at Suite 1500 - 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7. - 8 - Implications of Being a Foreign Private Issuer We are considered a foreign private issuer as defined in Rule 3b-4(c) under the U.S. Securities Exchange Act of 1934, as amended or the Exchange Act. In our capacity as a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States. We have taken advantage of certain reduced reporting and other requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold equity securities. Implications of Being an Emerging Growth Company We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the "JOBS Act". An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: the ability to include only two years of audited financial statements and only two years of related management's discussion and analysis of financial condition and results of operations disclosure; and an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than US$1.07 billion in annual revenue, have more than US$700 million in market value of our Common Shares held by non-affiliates or issue more than US$1 billion of non-convertible debt over a three-year period. Strategy The Company is currently investigating a number of its repurposed drug compounds in both preclinical and clinical studies for the global disease areas of idiopathic pulmonary fibrosis (IPF) and chronic cough, stroke, pancreatic cancer (PC), small cell lung cancer (SCLC) and chronic kidney disease (CKD). The Company is currently conducting a Phase 2 clinical trial for Ifenprodil for IPF and Chronic Cough, and is in the planning stages of a DMT Phase 1 clinical trial for stroke. The Company is also in the planning stages of a Phase 1 clinical trial for Ifenprodil for PC and SCLC and is engaged in preclinical studies for Repirinast for CKD. The compounds being advanced by the Company have all been tested in disease-specific pre-clinical in vivo animal research studies, using either the leading approved drug for the indication or an advanced clinical candidate as a positive control in cases where no appropriate approved drug was available. The decision to advance candidates for further investigation is based on a number of factors including their performance in the preclinical studies. The Company is currently conducting a Phase 2 study in Australia in idiopathic pulmonary fibrosis and chronic cough, and early in 2021 completed a Phase 2 Ifenprodil study in COVID-19. On July 6, 2021, the Company announced that based on the results of the data from the Phase 2 study that it would not be advancing Ifenprodil in a Phase 3 COVID-19 study. The Company's other programs have yet to begin human trials for the Company's target indications. Algernon's business strategy is to advance a number of its lead compounds into human clinical trials as efficiently and as cost-effectively as possible by leveraging the currently existing regulatory approval and finished product supply in the country of origin where the drugs were originally approved. Conducting off label Phase 2 trials in the drugs' currently approved market would save the Company from having to synthesize the compounds and conduct all of the preclinical toxicology work. This additional work would in comparison, add significant time and costs to the Company's development timeline and budget. - 9 - Under some conditions, if a repurposed drug is being currently manufactured, it may be possible to access this supply in order to conduct early-stage clinical trials, so that the Company may not need to manufacture its own supply. However, there may be other conditions where the Company may also choose to engage in its own manufacture. This would include conducting multiple trials for different diseases with the same lead compound. A final decision will be made on which compounds, diseases and locations will be included in the phase 2 trials once all of the feasibility studies are completed. The Company aims to conduct a minimum of two Phase 2 clinical trials in order to improve the Company's potential of success. Ensuring the Company is not conducting and relying on a single Phase 2 clinical trial is key part of the current strategy. In the United States, the regulatory pathway is well established. A high-level synopsis of the process is as follows: (i) preclinical research in animals establishes toxicity and animal efficacy; synthesis and formulation are also characterized - this process takes between 3-8 years; (2) following preclinical work, an Investigational New Drug application ("IND") is filed, allowing use of the drug candidate in humans; (3) Phase 1 first in human studies establish safety, pharmacokinetics and preliminary dose information and takes approximately one year - these Phase 2 studies test the drug for safety in the target population and provide early efficacy signals - one to two years is typical, and multiple phase 2 studies may be required; (4) Phase 3 studies are large and used to support registration, and provide confirmation of efficacy as well as safety - these Phase 3 studies can take multiple years to complete; and (5) following completion of clinical work, a New Drug Application (NDA) is filed; after one year review, marketing authorization may be granted. All new chemical entities must follow this path. See chart on page 35 for more details. Subject to the success of the Phase 2 trials, the Company plans to engage in licensing, partnership and or acquisition (as the target) discussions with a number of larger pharmaceutical partners. If for whatever reason, a partnership, license or acquisition opportunities do not materialize, the Company will explore moving all successful Phase 2 compounds forward into Phase 3 clinical trials. At present, the Company does not plan to develop a sales team to advance the marketing sales and distribution of any of its lead compounds if such compounds achieve regulatory approval in any given market. The Company's strategy is to look for moments of inflection where the potential exists to be able to consummate the best possible licensing, partnership or acquisition transaction. Recent Developments There have been no material developments in the Company's business since June 2, 2022 the date of this Prospectus, which have not been disclosed in this Prospectus.

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+ II-7 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on May 20, 2022. AST SpaceMobile, Inc. By: /s/ Abel Avellan Name: Abel Avellan Title: Chief Executive Officer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on May 20, 2022. Signature Title /s/ Abel Avellan Chairman and Chief Executive Officer Abel Avellan (Principal Executive Officer and Director) /s/ Sean Wallace Chief Financial Officer Sean Wallace (Principal Financial Officer) /s/ Shanti Gupta Chief Accounting Officer Shanti Gupta (Principal Accounting Officer) * Director Tareq Amin * Director Adriana Cisneros * Director Alexander Coleman * Director Luke Ibbetson * Director Edward Knapp * Director Hiroshi Mikitani * Director Ronald Rubin * Director Richard Sarnoff * Director Julio A. Torres *By: /s/ Shanti Gupta Name: Shanti Gupta Title: Attorney-in-Fact II-8

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+ PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our securities. You should carefully read the entire prospectus, including the risks associated with an investment in our company discussed in the Risk Factors section of this prospectus, before making an investment decision. Some of the statements in this prospectus are forward-looking statements. See the section titled Cautionary Statement Regarding Forward-Looking Statements. OUR COMPANY Overview Adhera is an emerging specialty biotech company that, the extent that resources and opportunities become available, is focused on drug development and commercialization of small molecule drugs to treat Parkinson s disease (PD) and Type 1 diabetes. Through the end of December 2019, the Company was a commercially focused entity that leveraged innovative distribution models and technologies to improve the quality of care for patients in the United States suffering from chronic and acute diseases with a focus on licensed fixed dose combination therapies for hypertension. On January 4, 2021, the licensor terminated the licensing agreement for the product candidate. As a result, we were left with several license agreements, none of which we are exploiting. On July 28, 2021, we, as licensee, and Melior Pharmaceuticals II, LLC ( MP2 ) entered into an exclusive license agreement (the MLR-1019 Agreement ) for the development and commercialization of MLR-1019. MLR-1019 is being developed as a new class of therapeutic for Parkinson s disease ( PD ) and is, to the best of our knowledge, the only drug candidate today to address both movement and non-movement aspects of PD. Under the MLR-1019 Agreement, we were granted an exclusive license to use MP s patents and know-how related to MLR-1019 to develop products in consideration for cash payments upon meeting certain performance milestones as well as a royalty of 5% of gross sales. On August 24, 2021, we, as licensee, entered into an exclusive license agreement (the MLR-1023 Agreement ) with Melior Pharmaceuticals I, Inc. ( MP1 ). In this Prospectus, we refer to MP2 and MP1 as MP or Melior . This second license is for the development and commercialization of MLR-1023, which is being developed as a novel therapeutic for Type 1 diabetes. On October 20, 2021, we, as licensee, expanded the exclusive MLR-1023 Agreement with MP1 to include two additional clinical indications, one for Non-Alcoholic Steatohepatitis (NASH) and the other for pulmonary inflammation. On November 17, 2021, Melior extended the Company s timeline under the MLR-1023 Agreement from 120 days to 180 days from the effective of the MLR-1023 Agreement for the Company to raise $4 million unless, by 180 days. On February 16, 2022, an addendum to the MLR-1023 Agreement dated August 4, 2021, was executed by the Company and Melior, extending the requirement by the Company to raise $4 million to June 16, 2022. On July 20, 2022, the Company and Melior entered into the Second Addendum to the MLR-1023 Agreement (the Second Addendum ). The MLR-1023 license was extended until February 1, 2023. The material obligations of the Company under the Second Addendum include: license payment of approximately $137,000 by the Company to Melior (this payment was made on July 29, 2022); maintaining the full-time employment of its Chief Scientific Officer; and raising $500,000 in working capital. To the extent that resources have been available, we have continued to work with our advisors in an effort to restructure our company and to identify potential strategic transactions, including the Melior transactions described above to enhance the value of the company. Because of our substantial unpaid debt, if we do not raise additional capital in the immediate future, it is likely that the Company will discontinue all operations and may seek bankruptcy protection. 1 Corporate History Adhera was incorporated under Delaware law under the name Nastech Pharmaceutical Company on September 23, 1983. On November 15, 2016, Adhera entered into an Agreement and Plan of Merger with IThenaPharma, Inc., a Delaware corporation ( IThena ), IThena Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of IThena ( Merger Sub ), and a representative of the stockholders of IThena (the Merger Agreement ), pursuant to which, among other things, Merger Sub merged with and into IThena, with IThena surviving as a wholly-owned subsidiary of Adhera (such transaction, the Merger ). As a result of the Merger, the former holders of IThena common stock immediately prior to the completion of the Merger owned approximately 65% of the issued and outstanding shares of Adhera common stock immediately following the completion of the Merger. IThena was incorporated under Delaware law on September 3, 2014. IThena was deemed to be the accounting acquirer in the Merger, and thus the historical financial statements of IThena will be treated as the historical financial statements of our company and will be reflected in our quarterly and annual reports for periods ending after the effective time of the Merger. Accordingly, beginning with our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, we started to report the results of IThena and Adhera and their respective subsidiaries on a consolidated basis. Subsequent to the Merger, we acquired the rights to commercialize Prestalia, an anti-hypertensive drug approved by the U.S. Food and Drug Administration (the FDA ) from Symplmed Pharmaceuticals LLC in June 2017 pursuant to a license agreement with Les Laboratories, Servier, a French pharmaceutical conglomerate . We marketed Prestalia in the U.S. from June 2018 until December 2019. The license agreement with Les Laboratories, Servier together with all rights to future commercialization activities with respect to the product was terminated in January 2021. Partnering and Licensing Agreements Melior As described above, the Company has acquired licenses to develop and commercialize certain products owned by Melior. The below table summarizes the milestones and payment obligations under each such license agreement. MLR-1019: Under the MLR-1019 license, we agreed to make the following milestone payments if the applicable milestone is reached: Milestone Milestone Payment Last patient enrolled into the Phase 2a study $250,000 Positive outcome of the Phase 2a study $1,500,000 Initiation of a Phase 3 study $10,000,000 New Drug Application approval $10,000,000 Total Milestone Payments $21,750,000 Under the license, the Company also agreed to royalty payments of 5% of gross sales if the product is commercialized. The MLR-1019 license terminates upon the last expiration of the patents licensed by the Company, which is presently 2038 subject extensions and renewals of any of such patents. If the Company fails to have its common stock listed on Nasdaq or the NYSE within 12 months after the Company receives a Clinical Trial Authorization from the European Medicines Agency, then the Company s commercial license and rights to MLR-1019 under the license agreement will terminate. 2 MLR-1023: Under the MLR-1023 license, we agreed to make the following milestone payments if the applicable milestone is reached: Milestone Milestone Payment Last patient enrolled into the Phase 2a study $250,000 Positive outcome of the Phase 2a study $1,500,000 Initiation of a Phase 3 study $10,000,000 New Drug Application approval $10,000,000 Total Milestone Payments $21,750,000 The agreement also included royalty payments upon commercialization of the product as follows: (i) 8% of future gross product sales, applicable to the first $400 million gross product sales; (ii) 10% of future gross product sales, applicable to sales after $400 million and up to $800 million; and (iii) 12% of future gross product sales applicable to sales after $800 million. Company Information The Company was incorporated in the State of Delaware on September 23, 1983. Our principal executive offices are located at 8000 Innovation Parkway, Baton Rouge, LA 70820, and our telephone number is (919) 518-3748. We maintain a website at www.adherathera.com. Information available on our website is not incorporated by reference in, and is not deemed a part of, this prospectus. 3 THE OFFERING Securities offered by us: units, each consisting of one share of common stock and one warrant exercisable for one share of common stock. The shares of common stock and warrants that are part of the units are immediately separable and will be issued separately in this offering. The warrants included within the units are exercisable immediately, have an exercise price of $ per share, equal to 100% of the public offering price of one unit, and expire five years after the date of issuance. Public offering price: We currently estimate that the public offering price will be $ per unit. Common stock outstanding immediately before the offering: shares of common stock Common stock outstanding immediately after the offering: shares of common stock (assuming that none of the warrants or the Underwriter s Warrants are exercised), or shares if the underwriter exercises the over-allotment option in full. Underwriting; Over-allotment option: This offering is being conducted on a firm commitment basis. The underwriter is obligated to take and pay for all of the shares of common stock if any such shares are taken. We have granted to the underwriter an option for a period of 45 days from the date of this prospectus to purchase up to additional shares of common stock and/or additional warrants to purchase up to shares of common stock (constituting 15% of the total number of shares of, and warrants to purchase, common stock to be offered in this offering), in any combination thereof, from us at the public offering price of $ per share of common stock and $ per warrant, less the underwriting discounts and commissions, to cover over-allotments, if any. Underwriter s Warrants We have agreed to issue to the underwriter warrants to purchase up to a total of shares of common stock, equal to 5% of the aggregate number of the shares sold in this offering (excluding the over-allotment option), at an exercise price equal to 125% of the public offering price of the common stock sold in this offering. The Underwriter s Warrants will be exercisable at any time, and from time to time, in whole or in part, commencing from the closing of the offering and expiring five (5) years from commencement of sales in the offering and will have a cashless exercise provision applicable if a registration statement registering the common stock underlying the Underwriter s Warrants is not effective. See Underwriting for more information. Use of proceeds: We estimate that the net proceeds from this offering will be approximately $ , or approximately $ if the underwriter exercises the option to purchase additional shares to cover over-allotments in full, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the proceeds from this offering for research and development, general and administrative expenses, and working capital neeeds. See Use of Proceeds. Risk factors: Investing in our securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the Risk Factors section beginning on page 7 before deciding to invest in our common stock. 4 Lock-up Our executive officers, directors and our security holder(s) of ten percent (10%) or more have agreed not to offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any shares of our common stock for a lock-up period of six months following the closing of this offering, subject to certain exceptions. See Underwriting for more information. Proposed trading market and symbol Our common stock is presently quoted on the OTCQB under the symbol ATRX. In connection with this offering, we plan to file an application to list our shares of common stock under the symbol on The Nasdaq Capital Market and to have the warrants included within the units listed on The Nasdaq Capital Market under the symbol . Without an active trading market, the liquidity of the shares will be limited. The closing of this offering is contingent upon the successful listing of our common stock and warrants on The Nasdaq Capital Market. Reverse Stock Split On September 30, 2022, we filed a Certificate of Amendment to the Certificate of Incorporation with the Delaware Secretary of State to effect a reverse stock split of all outstanding shares of the Company s common stock at a ratio of 1-for-20. The Certificate of Amendment became effective upon filing. All historical common stock share and per share numbers have been adjusted to reflect the reverse stock split. The number of shares of common stock outstanding immediately following this offering is based on 3,160,877 shares outstanding as of November 30, 2022, and excludes: 4,080,101 common shares issuable upon the conversion of approximately $1.7 million of outstanding convertible promissory notes including accrued interest with various conversion prices and an indeterminable number of common shares based on an agreed upon conversion of approximately $8.5 million in non-convertible notes including accrued interest; 446,500 shares of our common stock that are reserved for issuance under the 2018 Long-Term Incentive Plan and 19,000 common shares issuable upon the exercise of stock options that were issued outside of the 2018 Long-Term Incentive Plan; 6,291,278 shares of common stock issuable upon exercise of outstanding warrants including warrants with variable exercise prices; shares of common stock issuable upon exercise of warrants that will be issued to investors in this offering; 100 outstanding shares of Series C Preferred Stock convertible into 3,334 shares of common stock; 40 outstanding shares of Series D Preferred Stock convertible into 2,500 shares of common stock; and 267 outstanding shares of Series E Preferred Stock and accrued dividends convertible into 182,439 shares of common stock. Unless otherwise indicated, all information in this prospectus assumes no exercise by the underwriter of its over-allotment option. 5 SUMMARY FINANCIAL INFORMATION The following tables summarize certain financial data regarding our business and should be read in conjunction with our financial statements and related notes contained elsewhere in this prospectus and the information under Management s Discussion and Analysis of Financial Condition and Results of Operations. The following tables present our summary financial data and should be read together with our audited consolidated financial statements and accompanying notes and information in Management s Discussion and Analysis of Financial Condition and Results of Operations appearing elsewhere in this prospectus. The summary financial data for the nine months ended September 30, 2022 and 2021 are unaudited and include all normal adjustments necessary for a fair presentation of the Company s financial position at September 30, 2022 and 2021, and its results of operations and cash flows for the period then ended. These unaudited financial summaries should be read in conjunction with the audited financial statements for the years ended December 31, 2021 and 2020, which are included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. generally accepted accounting principles ( GAAP ). Our historical results are not necessarily indicative of our future results. Summary of Consolidated Statement of Operations Data: Nine-Months Ended September 30, Year-ended December 31, (in thousands, except share, and per share data) 2022 2021 2021 2020 Unaudited Operating expenses Sales and marketing $- $17 $17 $839 General and administrative 1,257 454 657 1,198 Total operating expenses 1,257 471 674 2,037 Loss from operations (1,257) (471) (674) (2,037) Other income (expense) (522) (4,211) (5,677) (1,729) Net loss (1,779) (4,682) (6,351) (3,766) Accrued and deemed dividends (574) (1,679) (2,054) (1,540) Net Loss Applicable to Common Stockholders $(2,353) $(6,361) $(8,405) $(5,306) Net loss per share Common Stockholders - basic and diluted $(1.16) $(10.83) $(12.84) $(9.67) Weighted average shares outstanding - basic and diluted 2,019,953 587,117 654,700 548,514 September 30, December 31, Summary Balance Sheet Data: 2022 2021 2020 (in thousands) Cash and cash equivalents $133 $76 $1 Total Assets 256 196 1 Term Loans and Convertible Notes 7,992 6,663 6,318 Derivative liability 7,260 7,697 - Additional Paid-in Capital 33,547 27,906 29,836 Stockholders Deficit (55,370) (53,017) (44,612) Total Stockholders Deficit (21,807) (25,106) (14,773) 6 RISK FACTORS Summary

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+ 4 Table of Contents Am I required to exercise all of the Basic Subscription Rights I receive in the Rights Offering? No. You may exercise any number of your Basic Subscription Rights, or you may choose not to exercise any Basic Subscription Rights. If you do not exercise any Basic Subscription Rights, the number of common stock of the Company you own will not change. However, if you choose to not exercise your Basic Subscription Rights in full, your proportionate ownership interest in the Company will decrease, assuming other shareholders decide to exercise their Basic Subscription Rights. If you do not exercise your Basic Subscription Rights in full, you will not be entitled to exercise your Over-Subscription Privilege. If you purchase less than $[ ] of our common stock in the Rights Offering, you will not be entitled to receive the discount of 10% on the Subscription Price. How soon must I act to exercise my Subscription Rights? If you received a Subscription Rights Statement and elect to exercise any or all of your Subscription Rights, the Subscription Agent must receive your properly completed and signed Subscription Rights Statement and payment for both your Basic Subscription Rights and any Over-Subscription Privilege you elect to exercise, including final clearance of any uncertified check, before the Rights Offering expires on [ ], 2022, at 5:00 PM Eastern Time. If you hold your shares in the name of a broker, dealer, custodian bank, or other nominee, your nominee may establish a deadline before the expiration of the Rights Offering by which you must provide it with your instructions to exercise your Subscription Rights, along with the required subscription payment. May I transfer my Subscription Rights? No. The Subscription Rights may be exercised only by the shareholders to whom they are distributed, and they may not be sold, transferred, assigned or given away to anyone else, other than by operation of law. As a result, a Subscription Rights Statement may be completed only by the shareholder who receives the statement. The Subscription Rights will not be listed for trading on any stock exchange or market. Will our directors, executive officers and significant shareholders participate in the Rights Offering? To the extent they hold shares of common stock of the Company as of the Record Date, our directors, executive officers and significant shareholders will be entitled to participate in the Rights Offering on the same terms and conditions applicable to other Subscription Rights holders. There can be no guarantee that any such holders will participate. Has the Board made a recommendation to shareholders regarding the Rights Offering? No. Our Board is not making a recommendation regarding your exercise of the Subscription Rights. Shareholders who exercise Subscription Rights will incur investment risk on new money invested. We cannot predict the price at which common stock of the Company will trade after the Rights Offering. On October 11, 2022, the closing price of our common stock on the Nasdaq was $[ ] per share. The market price for our common stock may be above the Subscription Price or may be below the Subscription Price. If you exercise your Subscription Rights, you may not be able to sell the underlying common stock of the Company in the future at the same price or a higher price. You should make your decision whether to exercise your Subscription Rights based on your assessment of our business and financial condition, our prospects for the future, the terms of the Rights Offering and the information contained in this prospectus. See "Risk Factors" beginning on page 15 for discussion of some of the risks involved in investing in our securities. 5 Table of Contents How do I exercise my Subscription Rights? If you are a shareholder of record (meaning you hold your common stock in your name and not through a broker, dealer, bank, or other nominee) and you wish to participate in the Rights Offering, you must deliver a properly completed and signed Subscription Rights Statement, together with payment of the Subscription Price for both your Basic Subscription Rights and any Over-Subscription Privilege you elect to exercise, to the Subscription Agent before 5:00 PM Eastern Time, on [ ], 2022. If you cannot deliver your Subscription Rights Statement to the Subscription Agent before the expiration of the Rights Offering, you may use the procedures for guaranteed delivery as described in this prospectus under "The Rights Offering – Guaranteed Delivery Procedures" beginning on page 28 of this prospectus. If you are exercising your Subscription Rights through your broker, dealer, bank, or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents, Notice of Guaranteed Delivery (if applicable) and payment for the shares subscribed for in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. What if my shares are held in "street name"? If you hold your common stock in the name of a broker, dealer, bank, or other nominee, then your broker, dealer, bank, or other nominee is the record holder of the shares you own. The record holder must exercise the Subscription Rights on your behalf. Therefore, you will need to have your record holder act for you. If you wish to participate in this Rights Offering and purchase shares, please promptly contact the record holder of your shares. We will ask the record holder of your shares, who may be your broker, dealer, bank, or other nominee, to notify you of this Rights Offering. What form of payment is required? You must timely pay the full Subscription Price for the full number of shares you wish to acquire pursuant to the exercise of Subscription Rights by delivering to the Subscription Agent a: Cashier s check drawn on a U.S. bank; or Wire transfer. If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be applied to exercise your Subscription Rights to the fullest extent possible based on the amount of the payment received. When will I receive my new common stock of the Company? The Subscription Agent will arrange for the issuance of our common stock as soon as practicable after the expiration of the Rights Offering, payment for the shares subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected. All shares that you purchase in the Rights Offering will be issued in book-entry or uncertificated form, meaning that you will receive a direct registration, or DRS, account statement from our transfer agent reflecting ownership of these securities if you are a holder of record of shares. If you hold your shares in the name of a broker, dealer, bank, or other nominee, DTC will credit your account with your nominee with the securities you purchase in the Rights Offering. 6 Table of Contents After I send in my payment and Subscription Rights Statement to the Subscription Agent, may I cancel my exercise of Subscription Rights? No. Exercises of Subscription Rights are irrevocable, unless the Rights Offering is terminated, even if you later learn information that you consider to be unfavorable to the exercise of your Subscription Rights. You should not exercise your Subscription Rights unless you are certain that you wish to purchase shares at the Subscription Price. How much will the Company receive from the Rights Offering? Assuming that all shares are sold in the Rights Offering, including the exercise of all Over-Subscription Privileges, we estimate that the net proceeds from the Rights Offering will be approximately $[ ] million, based on a Subscription Price of $[ ] per share and after deducting other expenses payable by us. Are there risks in exercising my Subscription Rights? Yes. The exercise of your Subscription Rights involves risks. Exercising your Subscription Rights involves the purchase of additional common stock, and you should consider this investment as carefully as you would consider any other investment. We cannot assure you that the market price of our common stock will exceed the Subscription Price, nor can we assure you that the market price of our common stock will not further decline during or after the Rights Offering. We also cannot assure you that you will be able to sell our common stock purchased in the Rights Offering at a price equal to

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+ This summary highlights, and is qualified in its entirety by, the more detailed information included elsewhere or incorporated by reference in this prospectus. This summary does not contain all of the information that may be important to you. You should read and carefully consider the entire prospectus, especially the matters described in Risk Factors beginning on page 3, before making an investment decision. You should be able to bear a complete loss of your investment.

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1	+ PROSPECTUS SUMMARY 1

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+ PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this Prospectus. It does not contain all the information that you should consider before investing in the Common Stock. You should carefully read the entire Prospectus, including "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and other information contained or incorporated by reference in this prospectus, before making an investment decision. In this Prospectus, the terms "LIVC", "the Company", "Registrant," "we," "us" and "our" refer to Live Current Media Inc. References to "Selling Stockholders" refer to those shareholders listed herein under "Selling Stockholders" and their successors, assignees and permitted About Live Current Media Inc. We are a digital technology company operating the social video application "Kast". Users of Kast can host public or private watch parties with friends on their PC, Mac, web and mobile devices. Kast's technology is unique to the creation of intimate private watch parties, aka "spectate", that scales with millions of users. In addition to Kast, the Company has developed the mobile gaming apps SPRT MTRX and Trivia Matrix. On April 22, 2022, the Company acquired all of the issued and outstanding shares of Evasyst Inc. ("Evasyst"), a Delaware corporation ("Evasyst") by means of a reverse triangular merger (the "Merger") completed pursuant to the terms of that Agreement and Plan of Merger dated January 20, 2022 among the Company, the Company's wholly owned subsidiary formed for the purposes of completing the Merger, Evasyst Acquisition Inc. ("Merger Sub"), and Evasyst (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with, and into, Evasyst, with Evasyst continuing as the surviving entity as a wholly owned subsidiary of the Company. In consideration for all of the outstanding shares in the common stock of Evasyst (the "Evasyst Shares"), the Company issued to the former stockholders of Evasyst 125,000,000 shares in the Common Stock of the Company. Although the Company was the legal acquirer of Evasyst, under generally accepted accounting principles, the Merger was accounted for as a reverse acquisition, with Evasyst being treated as the acquiring entity for accounting and financial reporting purposes. As such, moving forward the financial statements of the Company will be presented as a continuation of the operations of Evasyst and not the Company, Our principal executive office is located at 10801 Thornmint Rd., Suite 200, San Diego, CA, 92127. Our telephone number is (604) 648-0500. The Secured Note Transaction On February 15, 2022, we entered into a Securities Purchase Agreement (the "Purchase Agreement") with Mercer Street Global Opportunity Fund LLC ("Mercer") pursuant to which we agreed to sell to Mercer, for gross proceeds of up to $2,500,000, Original Issue Discount Senior Convertible Promissory Notes (the "Secured Notes") having an aggregate principal amount of up to $2,700,000 and warrants (the "Secured Note Warrants") to purchase up to 5,955,882 shares of the Company's common stock in two tranches (the "Secured Note Transaction"). Upon signing the Purchase Agreement, for gross proceeds of $1,500,000 we issued Secured Notes in the aggregate principal amount of $1,620,000 (the "First Secured Notes") and Secured Note Warrants to purchase up to 3,573,529 shares of Common Stock (the "First Secured Note Warrants"). Subject to the terms and conditions set forth in the Purchase Agreement, for gross proceeds of $1,000,000 the Company and Mercer may close a second tranche for an additional Secured Note having an aggregate principal amount of $1,080,000 (the "Second Secured Note") and additional Secured Note Warrants to purchase up to 2,382,353 shares of Common Stock (the "Second Secured Note Warrants"). There is no assurance that a second tranche will be completed or that the Second Secured Note and the Second Secured Note Warrants will be sold under the Purchase Agreement. The Secured Notes mature 24 months after issuance, bear interest at a rate of 4% per annum and are convertible into shares of Common Stock at an initial conversion price of $0.34 per share, subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. We may prepay the Secured Notes (i) at any time during the first 90 days following closing at the face value of the Secured Notes, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value of the Secured Notes, and (iii) thereafter at 120% of the face value of the Secured Notes. The Secured Notes contain a number of customary events of default. Additionally, the Secured Notes are secured by all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiaries of the Company, pursuant to a security agreement that was entered into in connection with the issuance of the Secured Notes (the "Security Agreement"). SUBJECT TO COMPLETION, DATED JULY 14, 2022 The information contained in this Prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities until the registration statement filed with the United States Securities and Exchange Commission (the "SEC") is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS 8,559,637 Shares of Common Stock LIVE CURRENT MEDIA INC. PROSPECTUS TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 1 PROSPECTUS SUMMARY 2

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+ PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus, is not complete and does not contain all the information that may be important to you in making an investment decision. You should read this entire prospectus carefully, including the Explanatory Note and the information under Risk Factors and Cautionary Statement Regarding Forward-Looking Statements and the consolidated financial statements and the notes thereto appearing elsewhere in this prospectus before making an investment decision. Unless we otherwise indicate, or unless the context requires otherwise, references in this prospectus to Noble, the Company, we, us and our refer collectively to Noble Parent and its consolidated subsidiaries, including Finco, when referring to periods following the Effective Date, and to Legacy Noble and its consolidated subsidiaries, including Finco, when referring to periods prior to the Effective Date. Our Company Finco is a direct, wholly-owned and controlled subsidiary of Noble Parent. Noble is a leading offshore drilling contractor for the oil and gas industry. Noble provides contract drilling services to the international oil and gas industry with its global fleet of mobile offshore drilling units. Noble focuses on a high-specification fleet of floating and jackup rigs and the deployment of its drilling rigs in oil and gas basins around the world. The consolidated financial statements of Noble Parent have been included in this registration statement because they include the accounts of Finco and Noble Parent conducts substantially all of its business through Finco and its subsidiaries. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. Contract Drilling Services We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent and government-owned or controlled oil and gas companies throughout the world. We typically provide contract drilling services under an individual contract, on a dayrate basis. Although each contract s final terms and conditions are the result of negotiations with our customers, many contracts are awarded through a competitive bidding process. During periods of depressed market conditions, such as the one we recently experienced for a number of years, our customers may attempt to renegotiate or repudiate their contracts with us although we seek to enforce our rights under our contracts. The renegotiations may include changes to key contract terms, such as pricing, termination and risk allocation. Drilling Fleet Noble is a leading offshore drilling contractor for the oil and gas industry. Noble owns and operates one of the most modern, versatile and technically advanced fleets of mobile offshore drilling units in the offshore drilling industry. Noble provides, through its subsidiaries, contract drilling services with a fleet of 19 offshore drilling units, consisting of 11 floaters and eight jackups at the date of this prospectus, focused largely on ultra-deepwater and high-specification drilling opportunities in both established and emerging regions worldwide. Each type of drilling rig is described further under Business Drilling Fleet. At the date of this prospectus, our fleet was located in Africa, the Middle East, the North Sea, Oceania, South America and the US Gulf of Mexico. Table of Contents TABLE OF ADDITIONAL REGISTRANTS Exact Name of Additional Registrant as Specified in its Charter* State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Bully 1 (Switzerland) GmbH** Switzerland 98-0568935 Noble BD LLC Delaware 82-5210197 Noble Cayman SCS Holding Ltd Cayman Islands 98-1350467 Noble Contracting II GmbH** Switzerland Noble Drilling (Guyana) Inc.*** Guyana 98-1405736 Noble Drilling (Norway) AS Norway 52-2239546 Noble Drilling (TVL) Ltd. Cayman Islands Noble Drilling (U.S.) LLC Delaware 76-0295031 Noble Drilling Doha LLC Doha, Qatar Noble Drilling International GmbH** Switzerland 98-0688632 Noble Drilling Services LLC (f/k/a Noble Drilling Services Inc.) Delaware 76-0295033 Noble DT LLC Delaware 84-3405555 Noble International Finance Company Cayman Islands 98-0655893 Noble Leasing (Switzerland) GmbH** Switzerland 98-0566694 Noble Leasing III (Switzerland) GmbH** Switzerland 98-0631434 Noble Resources Limited Cayman Islands 98-1096876 Noble Rig Holding 2 Limited Cayman Islands 98-1461033 Noble Rig Holding I Limited Cayman Islands 98-1443703 Noble SA Limited Cayman Islands 98-1343368 Noble Services Company LLC Delaware 85-3318770 Noble Services International Limited Cayman Islands 98-1096893 Pacific Drilling S.A.+ Luxembourg 98-1465724 * Each additional registrant is a wholly-owned direct or indirect subsidiary of Noble Finance Company. Unless otherwise indicated, the address, including zip code, and telephone number, including area code, of each additional registrant s principal executive offices is 13135 Dairy Ashford, Suite 800, Sugar Land, Texas 77478, telephone (281) 276-6100. The primary standard industrial classification code number of each of the additional registrants is 1381. The name, address, including zip code, and telephone number, including area code, of the agent for service for each of the additional registrants is Richard B. Barker, 13135 Dairy Ashford, Suite 800, Sugar Land, Texas 77478, telephone (281) 276-6100. ** The address, including zip code, of such registrant s principal executive offices is Dorfstrasse 19a, Baar Switzerland 6340. *** The address, including zip code, of such registrant s principal executive offices is 63 Hadfield & Cross Streets, Werk-en Rust, Georgetown, Demerara, Guyana. The address, including zip code, of such registrant s principal executive offices is Hinna Park J tt v gveien 7, Bygg B, PO Box 370, Stavanger, Norway 4067. The address, including zip code, of such registrant s principal executive offices is Salam Globex Business Center, The Gate- Tower II, Office 807, 8th Level, PO Box 14023, West Bay, Doha, Qatar. + The address, including zip code, of such registrant s principal executive offices is 25B, Boulevard Royal, 2449 Luxembourg, Grand Duchy of Luxembourg. Table of Contents Registration Rights Agreement, RRA Noteholders have certain demand and piggyback registration rights, subject to the limitations set forth in the Registration Rights Agreement. Pursuant to their underwritten offering registration rights, RRA Noteholders have the right to demand that Finco register underwritten offerings of any or all of their Registrable Securities (as defined in the Registration Rights Agreement) pursuant to an effective registration statement, subject to certain conditions, including that the aggregate proceeds expected to be received from such an offering is equal to or greater than $20 million, unless such demand is not pursuant to a shelf registration statement, in which case certain RRA Noteholders may require that Finco register an underwritten offering for an amount that would enable all remaining Registrable Securities to be included in such offering. In addition, the Registration Rights Agreement requires Finco to register for resale such Registrable Securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act ), including by filing a registration statement on Form S-1 or Form S-3 by the applicable deadline set forth in the Registration Rights Agreement. Finco is filing the registration statement of which this prospectus forms a part pursuant to the foregoing registration obligation. The foregoing description of the Registration Rights Agreement is only a summary and does not purport to be complete, and such description is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as an exhibit to the registration statement of which this prospectus forms a part. Unless otherwise expressly set forth or as the context otherwise indicates, all financial information and data and accompanying financial statements and corresponding notes, as of and prior to the Effective Date, contained herein reflect the actual historical consolidated results of operations and financial condition of Legacy Noble or Finco, as applicable, for the periods presented and do not give effect to the Plan or any of the transactions contemplated thereby or the adoption of fresh start accounting, which Noble Parent and Finco adopted as of the Effective Date. Accordingly, such financial information may not be representative of Noble Parent s or Finco s, as applicable, performance or financial condition after the Effective Date. Except with respect to such historical financial information and data and accompanying financial statements and corresponding notes or as otherwise suggested by the context, all other information contained herein relates to Noble Parent or Finco, as applicable, following the Effective Date. Table of Contents Emergence from Chapter 11 On the Petition Date, Legacy Noble and certain of its subsidiaries, including Finco, filed the Chapter 11 Cases in the Bankruptcy Court. On September 4, 2020, the Debtors filed with the Bankruptcy Court the Plan, which was subsequently amended on October 8, 2020 and October 13, 2020 and modified on November 18, 2020, and the Disclosure Statement. On September 24, 2020, six additional subsidiaries of Legacy Noble filed the Chapter 11 Cases in the Bankruptcy Court. On November 20, 2020, the Bankruptcy Court entered an order confirming the Plan. In connection with the Chapter 11 Cases and the Plan, on and prior to the Effective Date, Legacy Noble and certain of its subsidiaries effectuated certain restructuring transactions, pursuant to which Legacy Noble formed Noble Parent as an indirect, wholly-owned subsidiary of Legacy Noble and transferred to Noble Parent substantially all of the subsidiaries and other assets of Legacy Noble. On the Effective Date, the Plan became effective in accordance with its terms, the Debtors emerged from the Chapter 11 Cases and Noble Parent became the new parent company. For additional information on the financial restructuring, see Management s Discussion and Analysis of Financial Condition and Results of Operations Executive Overview Recent Events Emergence from Chapter 11. On the Effective Date, pursuant to the Backstop Commitment Agreement and in accordance with the Plan, Noble Parent and Finco consummated the Rights Offering of the Notes and associated Ordinary Shares at an aggregate subscription price of $200 million. On the Effective Date, Finco issued an aggregate principal amount of $216 million of Notes. For a description of the events that occurred on the Effective Date, including the issuance of the Ordinary Shares, the Tranche 1 Warrants, the Tranche 2 Warrants and the Tranche 3 Warrants, see Note 2 Chapter 11 Emergence to the Audited Financial Statements included elsewhere in this prospectus. In accordance with the Plan, Legacy Noble and its remaining subsidiary will in due course be wound down and dissolved in accordance with applicable law. The Bankruptcy Court closed the Chapter 11 Cases with respect to all Debtors other than Legacy Noble, pending its wind down. Pacific Drilling Merger On March 25, 2021, Noble Parent entered into an Agreement and Plan of Merger (the Pacific Drilling Merger Agreement ) with Duke Merger Sub, LLC, a wholly-owned subsidiary of Noble Parent ( Duke Merger Sub ), and Pacific Drilling Company LLC ( Pacific Drilling ), providing for the merger of Duke Merger Sub with and into Pacific Drilling (the Pacific Drilling Merger ), with Pacific Drilling continuing as the surviving company and a wholly-owned subsidiary of Noble Parent. The board of directors of Noble Parent (the Board ) and the board of directors of Pacific Drilling unanimously approved and adopted the Pacific Drilling Merger Agreement. On April 15, 2021, Noble Parent completed the Pacific Drilling Merger with Pacific Drilling. In connection with the Pacific Drilling Merger, and pursuant to the terms and conditions set forth in the Pacific Drilling Merger Agreement, (a) each membership interest in Pacific Drilling (the Membership Interests ) was converted into the right to receive 6.366 Ordinary Shares and (b) each of Pacific Drilling s warrants outstanding immediately prior to the effective time of the Pacific Drilling Merger (the Pacific Warrants ) was converted into the right to receive 1.553 Ordinary Shares. As part of the transaction, Pacific Drilling s equity holders received 16,600,140 Ordinary Shares. Upon completion of the Pacific Drilling Merger, Noble Parent contributed Pacific Drilling to Finco and designated Pacific Drilling and its subsidiaries as unrestricted subsidiaries pursuant to the Revolving Credit Facility (as defined herein) and the Notes. Subsequent to that contribution and designation, Pacific Drilling S.A. was sold to NEC Holdings Limited and became a restricted subsidiary and a subsidiary guarantor of the Revolving Credit Facility and the Notes. Neither Pacific Drilling nor any of its current subsidiaries is a subsidiary guarantor of the Revolving Credit Facility or the Notes, and none of their assets secure the Revolving Credit Facility or the Notes. Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED APRIL 13, 2022 PROSPECTUS NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus relates to the resale, from time to time, by the selling securityholders identified in this prospectus or in a subsequent prospectus supplement of up to $404,867,813 aggregate principal amount (assuming interest is paid-in-kind through maturity) of 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 (the Notes ) previously issued or to be issued by us. We are registering the offer and sale of the Notes pursuant to registration rights we have granted under a registration rights agreement dated as of February 5, 2021. We have agreed to bear all of the expenses incurred in connection with the registration of the Notes. The selling securityholders will pay or assume brokerage commissions and similar charges, if any, incurred in the sale of the Notes. We are not selling any Notes under this prospectus, and we will not receive any proceeds from the sale of the Notes by the selling securityholders under this prospectus. Our registration of the Notes covered by this prospectus does not mean that the selling securityholders will offer or sell any of the Notes. The Notes to which this prospectus relates may be offered and sold from time to time directly by the selling securityholders or alternatively through underwriters, broker dealers, or agents. The selling securityholders will determine at what price they may sell the Notes offered by this prospectus, and such sales may be made at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. See Plan of Distribution and Selling Securityholders. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision. There is currently no established public trading market for the Notes, and there can be no assurance that a public trading market will develop. Investing in the Notes involves risks. See Risk Factors beginning on page 14 of this prospectus for a discussion of the risks regarding an investment in the Notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2022. Table of Contents ABOUT THIS PROSPECTUS Unless we otherwise indicate, or unless the context requires otherwise, references in this prospectus to Noble, the Company, we, us and our refer collectively to Noble Parent and its consolidated subsidiaries, including Finco, when referring to periods following the Effective Date, and to Legacy Noble and its consolidated subsidiaries, including Finco, when referring to periods prior to the Effective Date. This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the SEC ). This prospectus provides you with a general description of us and the securities that may be offered by the selling securityholders. Because each of the selling securityholders may be deemed to be an underwriter within the meaning of the Securities Act, each time securities are offered by the selling securityholders pursuant to this prospectus, the selling securityholders may be required to provide you with this prospectus and, in certain cases, a prospectus supplement that will contain specific information about the selling securityholders and the terms of the securities being offered. The prospectus supplement may also add to, update or change the information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. Please carefully read this prospectus and any prospectus supplement, in addition to the information contained in the documents we refer to under the heading Where You Can Find More Information. We have not, and the selling securityholders have not, authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the selling securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the selling securityholders are not, making any offer to sell the Notes in any jurisdiction where the offer is not permitted. The information contained in this prospectus is accurate only as of the date on the cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Notes. Our business, financial condition, results of operations and prospects may have changed since such date. We have not, and the selling securityholders have not, taken any action to permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offer and sale of the Notes and the distribution of this prospectus outside the United States. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See Risk Factors and Cautionary Statement Regarding Forward-Looking Statements. Table of Contents Business Combination with Maersk Drilling On November 10, 2021, Noble Parent entered into a Business Combination Agreement (the Business Combination Agreement ) with Noble Finco Limited, a private limited company formed under the laws of England and Wales and an indirect, wholly owned subsidiary of Noble Parent ( Topco ), Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Topco ( Merger Sub ), and The Drilling Company of 1972 A/S, a Danish public limited liability company ( Maersk Drilling or, together with its subsidiaries, the Maersk Drilling Group ), pursuant to which, among other things, (i) (x) Noble Parent will merge with and into Merger Sub (the Maersk Drilling Merger ), with Merger Sub surviving the Maersk Drilling Merger as a wholly owned subsidiary of Topco, and (y) the Ordinary Shares will convert into an equivalent number of class A ordinary shares, par value $0.00001 per share, of Topco (the Topco Shares ), and (ii) (x) Topco will make a voluntary tender exchange offer to Maersk Drilling s shareholders as described below (the Offer and, together with the Maersk Drilling Merger and the other transactions contemplated by the Business Combination Agreement, the Business Combination ) and (y) upon the consummation of the Offer, if more than 90% of the issued and outstanding shares of Maersk Drilling, nominal value Danish krone ( DKK ) 10 per share ( Maersk Drilling Shares ), are acquired by Topco, Topco will redeem any Maersk Drilling Shares not exchanged in the Offer by Topco for, at the election of the holder, either Topco Shares or cash (or, for those holders that do not make an election, only cash), under Danish law by way of a compulsory purchase (the Compulsory Purchase ). The Board and the board of directors of Maersk Drilling have unanimously approved and adopted the Business Combination Agreement. The Business Combination is subject to Noble Parent shareholder approval, acceptance of the Offer by holders of at least 80% of Maersk Drilling Shares, merger clearance and other regulatory approvals, listing on the New York Stock Exchange (the NYSE ) and Nasdaq Copenhagen A/S ( Nasdaq Copenhagen ) and other customary conditions. Following the closing of the Business Combination, assuming all of the Maersk Drilling Shares are acquired by Topco through the Offer and no cash is paid by Topco in the Offer, Topco will own all of Noble Parent s and Maersk Drilling s respective businesses and the former shareholders of Noble Parent and former shareholders of Maersk Drilling will each own approximately 50% of the outstanding Topco Shares. Topco will acquire a majority of the Maersk Drilling Shares following the closing of the Offer and it is possible that Topco will directly or indirectly own other assets and conduct other activities in the future at the discretion of Topco management. Topco will be renamed Noble Corporation Plc, will be a public limited company domiciled (tax resident) in the United Kingdom and will be headquartered in Houston, Texas. Topco is expected to have certain management functions relating to the holding of shares, financing, cash management, incentive compensation and other relevant holding company functions. The board of directors of Topco (the Topco Board ) will initially be comprised of seven individuals: three individuals designated by Maersk Drilling (Claus V. Hemmingsen, the current Chairman of Maersk Drilling s board of directors (the Maersk Drilling Board ), Kristin H. Holth and Alastair Maxwell), three individuals designated by Noble Parent (Charles M. (Chuck) Sledge, the current Chairman of the Board of Noble Parent, who will become Chairman of the combined company, Alan J. Hirshberg and Ann D. Pickard) and Robert W. Eifler, the Chief Executive Officer of Noble Parent, who will serve as the Chief Executive Officer of the combined company. Topco will apply to have the Topco Shares listed on the NYSE and on Nasdaq Copenhagen. At the effective time of the Maersk Drilling Merger (the Maersk Drilling Merger Effective Time ), subject to the terms and conditions set forth in the Business Combination Agreement, (i) each Ordinary Share of Noble Parent issued and outstanding immediately prior to the Maersk Drilling Merger Effective Time will be converted into one newly and validly issued, fully paid and non-assessable Topco Share, (ii) each ordinary share purchase warrant to purchase Ordinary Shares (each, a Penny Warrant ) outstanding immediately prior to the Maersk Drilling Merger Effective Time will cease to represent the right to acquire Ordinary Shares and will be automatically cancelled, converted into and exchanged for a number of Topco Shares equal to the number of Ordinary Shares Table of Contents underlying such Penny Warrant, rounded to the nearest whole share, and (iii) each Emergence Warrant outstanding immediately prior to the Maersk Drilling Merger Effective Time will be converted automatically into a warrant to acquire a number of Topco Shares equal to the number of Ordinary Shares underlying such Emergence Warrant, with the same terms as were in effect immediately prior to the Maersk Drilling Merger Effective Time under the terms of the applicable warrant agreement (each, a Topco Warrant ). In addition, each award of restricted share units representing the right to receive Ordinary Shares, or value based on the value of Ordinary Shares (each, a Noble RSU Award ) that is outstanding immediately prior to the Maersk Drilling Merger Effective Time will cease to represent a right to acquire Ordinary Shares (or value equivalent to Ordinary Shares) and will be exchanged for restricted share units representing the right to acquire, on the same terms and conditions as were applicable under the Noble RSU Award (including any vesting conditions), that number of Topco Shares equal to the number of Ordinary Shares subject to such Noble RSU Award immediately prior to the Maersk Drilling Merger Effective Time. Subject to the terms and conditions set forth in the Business Combination Agreement, following the approval of certain regulatory filings with the Danish Financial Supervisory Authority (the DFSA ), Topco has agreed to commence the Offer to acquire up to 100% of the then outstanding Maersk Drilling Shares and voting rights of Maersk Drilling, not including any treasury shares held by Maersk Drilling. The Offer is conditioned upon, among other things, holders of at least 80% of the then outstanding Maersk Drilling Shares and voting rights of Maersk Drilling tendering their shares in the Offer (which percentage may be lowered by Topco in its sole discretion to not less than 70%) (the Minimum Acceptance Condition ). In the Offer, Maersk Drilling shareholders may exchange each Maersk Drilling Share for 1.6137 newly and validly issued, fully paid and non-assessable Topco Shares (the Exchange Ratio ), and will have the ability to elect cash consideration for up to $1,000 of their Maersk Drilling Shares (payable in DKK), subject to an aggregate cash consideration cap of $50 million. A Maersk Drilling shareholder electing to receive the cash consideration will receive, as applicable, (i) $1,000 for the applicable portion of their Maersk Drilling Shares, or (ii) the amount corresponding to the total holding of their Maersk Drilling Shares if such holding of Maersk Drilling Shares represents a value of less than $1,000 in the aggregate, subject to any reduction under the cap described in the preceding sentence. A Maersk Drilling shareholder holding Maersk Drilling Shares exceeding a value of $1,000 in the aggregate cannot elect to receive less than $1,000 in cash consideration if the cash consideration in lieu of Topco Shares is elected. Each of Maersk Drilling and Topco will take steps to procure that each Maersk Drilling restricted stock unit award (a Maersk Drilling RSU Award ) that is outstanding immediately prior to the acceptance time of the Offer (the Acceptance Time ) is exchanged, at the Acceptance Time, with the right to receive, on the same terms and conditions as were applicable under the Maersk Drilling RSU Long-Term Incentive Programme for Executive Management 2019 and the Maersk Drilling RSU Long-Term Incentive Programme 2019 (together, the Maersk Drilling LTI ) (including any vesting conditions), that number of Topco Shares equal to the product of (1) the number of Maersk Drilling Shares subject to such Maersk Drilling RSU Award immediately prior to the Acceptance Time and (2) the Exchange Ratio, with any fractional Maersk Drilling Shares rounded to the nearest whole share. Upon such exchange, such Maersk Drilling RSU Awards will cease to represent a right to receive Maersk Drilling Shares (or value equivalent to Maersk Drilling Shares). The Business Combination Agreement contains customary warranties and covenants by Noble Parent, Topco, Merger Sub and Maersk Drilling. The Business Combination Agreement also contains customary pre-closing covenants. Topco s obligation to accept for payment or, subject to any applicable rules and regulations of Denmark, pay for any Maersk Drilling Shares that are validly tendered in the Offer and not validly withdrawn prior to the expiration of the Offer is subject to certain customary conditions, including, among others, that the Minimum Acceptance Condition shall have been satisfied. Maersk Drilling may require that Topco does not accept for payment or, subject to any applicable rules and regulations of Denmark, pay for the Maersk Drilling Shares that are validly tendered in the Offer and not validly withdrawn prior to the expiration of the Offer if certain Table of Contents customary conditions are not met. Subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, the Business Combination is expected to close in mid-2022. The Business Combination Agreement contains certain termination rights for both Noble Parent and Maersk Drilling. None of the Maersk Drilling assets will secure the Revolving Credit Facility or the Notes upon the closing of the Business Combination. Irrevocable Undertaking Concurrently with the entry into the Business Combination Agreement, APMH Invest A/S ( APMH Invest ), which holds approximately 41.6% of the issued and outstanding Maersk Drilling Shares, entered into an irrevocable undertaking (the Undertaking ) with Noble Parent, Topco and Maersk Drilling, pursuant to which APMH Invest has, among other things, agreed to (a) accept the Offer in respect of the Maersk Drilling Shares that it owns and not withdraw such acceptance; (b) waive the right to receive any cash consideration in the Offer; (c) not vote in favor of any resolution to approve a competing alternative proposal; and (d) subject to certain exceptions, be bound by certain transfer restrictions with respect to the Maersk Drilling Shares that it owns. The Undertaking will lapse if (i) the Business Combination Agreement is terminated in accordance with its terms; (ii) Topco announces that it does not intend to make or proceed with the Business Combination; or (iii) the Offer lapses or is withdrawn and no new, revised or replacement offer is announced within 10 business days. Letters of Intent In addition, certain other Maersk Drilling shareholders, together holding approximately 12% of the issued and outstanding Maersk Drilling Shares, have delivered letters of intent expressing their intention to accept or procure the acceptance of the Offer in respect of the Maersk Drilling Shares that they own. Maersk Drilling Voting Agreements Concurrently with the entry into the Business Combination Agreement, Noble Parent and Maersk Drilling entered into voting agreements (collectively, the Maersk Drilling Voting Agreements ) with certain Noble Parent shareholders (each, a Noble Supporting Shareholder ), which collectively held approximately 53% of the issued and outstanding Ordinary Shares as of the date of the Maersk Drilling Voting Agreements. Pursuant to the Maersk Drilling Voting Agreements, each Noble Supporting Shareholder has, among other things, agreed to (a) consent to and vote (or cause to be voted) its Ordinary Shares (i) in favor of all matters, actions and proposals contemplated by the Business Combination Agreement for which Noble Parent shareholder approval is required and any other matters, actions or proposals required to consummate the Business Combination in accordance with the Business Combination Agreement, and (ii) among other things, against any competing alternative proposal; (b) be bound by certain other covenants and agreements relating to the Business Combination; and (c) subject to certain exceptions, be bound by certain transfer restrictions with respect to a portion of their securities. The Maersk Drilling Voting Agreements will terminate upon the earliest to occur of (x) the date that is ten months from the date of the Maersk Drilling Voting Agreements, (y) the closing date of the Business Combination and (z) the termination of the Business Combination Agreement pursuant to its terms. Notwithstanding the foregoing, each Noble Supporting Shareholder will have the right to terminate the applicable Maersk Drilling Voting Agreement if the Business Combination Agreement has been amended in a manner that materially and adversely affects such Noble Supporting Shareholder (including, without limitation, a reduction of the economic benefits to the Noble Supporting Shareholders contemplated thereby or an extension of the End Date (as defined herein) beyond the date (as such date may be extended) set forth in the Business Combination Agreement). Table of Contents New Relationship Agreement At the closing of the Business Combination, Topco will enter into a Relationship Agreement (the New Relationship Agreement ) with certain funds and accounts (the Existing Noble Investor ) party to the Bankruptcy Relationship Agreement (as defined herein) and APMH Invest, which will set forth certain director designation rights of such Topco shareholders following the closing of the Business Combination. In particular, pursuant to the New Relationship Agreement, each of the Existing Noble Investor and APMH Invest will be entitled to designate (a) two nominees to the Topco Board so long as the Existing Noble Investor or APMH Invest, as applicable, owns no fewer than 20% of the then outstanding Topco Shares and (b) one nominee to the Topco Board so long as the Existing Noble Investor or APMH Invest, as applicable, owns fewer than 20% but no fewer than 15% of the then outstanding Topco Shares. Each nominee of the Existing Noble Investor and APMH Invest will meet the independence standards of the NYSE with respect to Topco; provided, however, that APMH Invest shall be permitted to have one nominee who does not meet such independence standards so long as such nominee is not an employee of Topco or any of its subsidiaries. Maersk Drilling Merger Registration Rights Agreement At the closing of the Business Combination, Topco will enter into a Registration Rights Agreement (the Maersk Drilling Merger RRA ) with APMH Invest pursuant to which, among other things, and subject to certain limitations set forth therein, APMH Invest will have customary demand and piggyback registration rights. In addition, pursuant to the Maersk Drilling Merger RRA, APMH Invest will have the right to require Topco, subject to certain limitations set forth therein, to effect a distribution of any or all of its Topco Shares by means of an underwritten offering. Topco is not obligated to effect any underwritten offering unless the dollar amount of the securities of APMH Invest to be sold is reasonably likely to result in gross sale proceeds of at least $20 million. Regulatory Approvals Antitrust Considerations To complete the Business Combination pursuant to the terms of the Business Combination Agreement, Noble Parent and Maersk Drilling must make filings with and obtain authorizations, approvals or consents from a number of antitrust regulatory authorities, including the United Kingdom Competition and Markets Authority (the UK CMA ) and the Norwegian Competition Authority (Konkurransetilsynet or NCA ). The parties have also agreed, among other things, to (i) file (in draft form where applicable) as promptly as practicable any required filings and/or notifications under applicable antitrust laws or under foreign direct investment laws, with respect to the transactions contemplated by the Business Combination Agreement, including using all reasonable endeavors to submit a merger notice (meldung) to the NCA pursuant to 18 and compliant with 18a of the Competition Act (Konkurranseloven) (Norway) by no later than January 14, 2022 and to submit a merger notice that complies with section 96(2) of the Enterprise Act 2002 (UK) to the UK CMA by no later than February 11, 2022, and use all reasonable endeavors to cause the expiration or termination of any applicable waiting periods and to obtain all necessary approvals or clearances (including clearance from the UK CMA) under any antitrust law or under foreign direct investment laws, and (ii) take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by the Business Combination Agreement, and to avoid or eliminate each and every impediment under any law that may be asserted by any governmental entity with respect to the transactions contemplated by the Business Combination Agreement so as to enable the closing of the Business Combination to occur as soon as reasonably possible (and in any event no later than the End Date). In accordance with the Business Combination Agreement, the parties have submitted the applicable merger notices to the relevant governmental authorities, including the NCA and the UK CMA. The Business Table of Contents Combination has been unconditionally approved by the competition authorities in Brazil, Norway, and the Republic of Trinidad & Tobago. Accordingly, the only outstanding pre-closing merger control clearances are in Angola and the UK. The parties expect the competition authority in Angola to unconditionally approve the Business Combination during April 2022. The merger control process for obtaining clearance in the UK remains ongoing with constructive discussions continuing between Noble Parent, Maersk Drilling, and the UK CMA ahead of the UK CMA expectedly publishing their phase 1 decision on April 22, 2022. While the UK CMA is yet to take its phase 1 decision, the parties expect that it will be necessary to divest certain jackup rigs currently located in the North Sea (the Remedy Rigs ) to obtain conditional antitrust clearance in phase 1 from the UK CMA. The parties currently expect the Remedy Rigs to comprise the Noble Hans Deul , Noble Sam Hartley , Noble Sam Turner , Noble Houston Colbert , and a CJ-70 design drilling rig which, at this point, the parties believe is likely to be the M rsk Innovator , although it is possible the Noble Lloyd Noble could be required to achieve phase 1 clearance. On this basis, the parties have started to examine different options to divest the Remedy Rigs. Though the parties expect that they will be required to divest the Remedy Rigs in order to gain UK CMA clearance, the duration and outcome of the UK CMA review process remains uncertain. Please see Risk Factors Risks Related to the Business Combination with Maersk Drilling The Business Combination is conditioned on the receipt of certain required approvals and governmental and regulatory consents, which, if delayed, not granted or granted with unfavorable conditions, may delay or jeopardize the completion of the Business Combination, result in additional expenditures of money and resources and/or reduce the anticipated benefits of the Business Combination. Foreign Investment Screening Considerations To complete the Business Combination pursuant to the terms of the Business Combination Agreement, Noble Parent and Maersk Drilling must also make filings with and obtain authorizations, approvals or consents pursuant to the UK National Security and Investment Act 2021, and the Danish Act on Screening of Certain Foreign Direct Investments (Act no. 842 of 10 May 2021). On January 26, 2022, the Danish Business Authority s (DBA) determined that the Business Combination does not require prior authorization under the Danish Act on Screening of Certain Foreign Direct Investments (Act no. 842 of 10 May 2021) or associated regulations. On March 2, 2022, the Secretary of State of the United Kingdom determined that it would not take any action in relation to the Business Combination in accordance with section 14 of the National Security and Investment Act 2021. No other approvals relating to foreign direct investment are required.

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+ PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire Prospectus, including Risk Factors , Management s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements, before making an investment decision. FORWARD-LOOKING INFORMATION This Annual Report on Form 10-K (including the section regarding Management s Discussion and Analysis. OVERALL STRATEGIC DIRECTION The Company is in the Photo Voltaic (PV) solar systems industry, the LED and energy efficient lighting business is a contractor for regular and solar powered air conditioning system (HVAC) and is an electrical product and services supplier. The Company plans to build out a network of operations, through internal growth and acquisitions, in major cities in the USA to establish a national base of PV suppliers, lighting suppliers, HVAC and electrical service operations centers. This combination of services, solar PV, solar AC Systems, lighting and electric, provides the Company with a solid base in the electrical services business and a solid base in the growth markets of solar PV industry and the LED lighting industry. OVERVIEW As of December 31, 2021, we operated in Tucson and Phoenix, Arizona. The Company s plan is to expand to more locations in North America in the next year as funding becomes available. We believe that the solar and energy efficiency business functions better if the employees are local individuals working and selling in their own community. Our customers have indicated a preference for dealing with local firms and we will continue our focus on company-owned integrated product and services offices. Once a local firm is established, growth tends to come from experience, quality and name recognition. We remain committed to high quality operations. Our audited statements for the years ended December 31, 2020 and 2019 are presented below with major category details of revenue and expense including the components of operating expenses. DESCRIPTION OF PRODUCTS ABCO sells and installs Solar Photovoltaic electric systems that allow the customer to produce their own power on their residence or business property. These products are installed by our crews and are purchased from both USA and offshore manufacturers. We have available and utilize many suppliers of US manufactured solar products from such companies as Photo, Mia Soleil, Canadian Solar, LG and various Korean, German, Italian and Chinese suppliers. In addition, we purchase from several local and regional distributors whose products are readily available and selected for markets and price. ABCO offers solar leasing and long term financing programs from Service Finance Corporation, Green Sky, AEFC and others that are offered to ABCO customers and other marketing and installation organizations. ABCO also sells and installs energy efficient lighting products, solar powered street lights and lighting accessories. ABCO contracts directly with manufacturers to purchase its lighting products which are sold to residential and commercial customers. ABCO has Arizona statewide approval as a registered electrical services and solar products installer and as an air conditioning and refrigeration installer. Our license is ROC 258378 electrical and ROC 323162 HVAC and we are fully licensed to offer commercial and residential electrical services, HVAC and solar. The ABCO subsidiary, Alternative Energy Finance Corporation, (AEFC) a Wyoming Company provides funding for leases of photovoltaic systems. AEFC financed its owned leases from its own cash and now arranges financing with funds provided by other lessors. Table of Contents ABCO Solar offers solar systems Operations and Maintenance Services to residential and commercial customers that have solar systems built by ABCO or other solar installers. Many installers have gone out of business and ABCO s service enables these customer s system to continue to operate. ABCO s service enables customers to maintain their warranties, remove and replace their systems for roof maintenance and to maintain peak efficiency. ABCO now operates and maintains systems in many cities in Arizona and intends to continue to expand this operation and maintenance segment of its business. COMPETITION The solar power market itself is intensely competitive and rapidly evolving. Price and available financing are the principal methods of competition in the industry. Based upon these two criteria, our position in the industry is relatively small. There is no competitive data available to us in our competitive position within the industry. Our competitors have established market positions more prominent than ours, and if we fail to attract and retain customers and establish a successful distribution network, we may be unable to achieve sales and market share. There are several major multi-national corporations that produce solar power products, including, Suntech, Sunpower, First Solar, Kyocera, Sharp, GE, Mitsubishi, Solar World AG and Sanyo. Also, established integrators are growing and consolidating, including GoSolar, Sunwize and Sunenergy and we expect that future competition will include new entrants to the solar power market. Further, many of our competitors are developing and are currently producing products based on new solar power technologies that may have costs similar to, or lower than, our projected costs. COMPETITIVE ADVANTAGES The Company believes that its key competitive advantages are: 1. The ability to make decisions and use management s many years of business experience to make the right decisions. 2. Experience with National expansion programs by management. 3. Experience with management of employee operated facilities from a central management office. 4. Experience with multi-media promotional program for name recognition and product awareness. 5. Alternative energy is a fast growing and popular industry that relates well to customers and current or future shareholders that recognize the market, products and business focus. ADVANTAGES OF COMPETITORS OVER US The Company believes the following are advantages of Competitors over us. 1. Larger competitors have more capital. 2. Larger companies have more experience in the market. 3. Larger companies will get the larger contracts because of the level of experience. 4. We have the same products but must pay more because of volume. This will be a price consideration in bidding competition. 5. We are a small company that may not be able to compete because we do not have experience or working capital adequate to compete with other companies. CURRENT BUSINESS FOCUS We have developed very good promotional material and advertising products. We have developed the key messages and promotional pieces that are relevant to our business and inexpensive to produce. We have built an informative and interactive web site that will allow people to assess their requirements and partially build and price a system, much like the automobile dealers utilize. Additional sales promotion will increase when we have secured outside financing or increased sales through direct sales efforts. Readers should review our websites at www.abcosolar.com and www.abcoac.com. ABCO does not manufacture its solar voltaic (PV) products. We will continue to be a sales and installation contractor with plans to enter the markets of major US and international cities. We will sell and use commercial off the shelf components. Initially this will include the solar panels and LED lighting products purchased to our specification. A strong alliance with a well-respected distributor will be the most conservative decision for the company at this time. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Table of Contents FINANCIAL RESOURCES ABCO s development activities since inception have been financially sustained through the sale of equity and capital contribution from shareholders. We will continue to source capital from the equity and debt markets in order to fund our plans for expansion if we are unable to produce adequate capital from operations. There is no guarantee that the Company will be able to obtain adequate capital from these sources, or at all. OVERALL STRATEGIC DIRECTION The Company is in the Photo Voltaic (PV) solar systems industry, the LED and energy efficient lighting business is a contractor for regular and solar powered air conditioning system (HVAC) and is an electrical product and services supplier. The Company plans to build out a network of operations, through internal growth and acquisitions, in major cities in the USA to establish a national base of PV suppliers, lighting suppliers, HVAC and electrical service operations centers. This combination of services, solar PV, solar AC Systems, lighting and electric, provides the Company with a solid base in the electrical services business and a solid base in the growth markets of solar PV industry and the LED lighting industry. OVERVIEW As of December 31, 2021, we operated in Tucson and Phoenix, Arizona. The Company plan is to expand to more locations in North America in the next year as funding becomes available. We believe that the solar and energy efficiency business functions better if the employees are local individuals working and selling in their own community. Our customers have indicated a preference for dealing with local firms and we will continue our focus on company-owned integrated product and services offices. Once a local firm is established, growth tends to come from experience, quality and name recognition. We remain committed to high quality operations. DESCRIPTION OF PRODUCTS ABCO sells and installs Solar Photovoltaic electric systems that allow the customer to produce their own power on their residence or business property. These products, installed by our crews, are purchased from both USA and offshore manufacturers. We have available and utilize many suppliers of US manufactured solar products from such companies as Global Solar, Mia Soleil, Canadian Solar and various Korean, German and Chinese suppliers. In addition, we purchase from a number of local and regional distributors whose products are readily available and selected for markets and price. ABCO offers solar leasing and long-term financing programs from Alternative Energy Finance Corporation, Service Finance Company, Green Sky, Sunrun and others that are offered to ABCO customers and other marketing and installation organizations. ABCO also sells and installs energy efficient lighting products and solar powered street lights, HVAC equipment including solar powered HVAC and lighting accessories. ABCO contracts directly with manufacturers to purchase its products which are sold to residential and commercial customers. ABCO has Arizona statewide approval as a registered electrical services and solar products installer and is an air conditioner and refrigeration installer. Our Solar Electric license is ROC 258378 and our HVAC license is ROC 323162 and we are fully licensed to offer commercial and residential throughout Arizona. As in all states, we will comply with all licensing requirements of those jurisdictions. The ABCO subsidiary, Alternative Energy Finance Corporation (AEFC) a Wyoming Company provides funding for leases of photovoltaic systems. AEFC financed its owned leases from its own cash and now arranges financing with funds provided by investors and other lessors. PRE-EFFECTIVE AMENDMENT No. 3 TO FORM S-1 Table of Contents

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+ PROSPECTUS SUMMARY 1 RISK FACTORS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 45 USE OF PROCEEDS 46 DIVIDEND POLICY 47 CAPITALIZATION 47 DILUTION 48 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 49 BUSINESS 60 MANAGEMENT 82 EXECUTIVE COMPENSATION 88 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 93 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 94 DESCRIPTION OF CAPITAL STOCK 95 SHARES ELIGIBLE FOR FUTURE SALE 99 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK 101 UNDERWRITING 104 LEGAL MATTERS 108 EXPERTS 108 WHERE YOU CAN FIND MORE INFORMATION 108 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 i Through and including , 2022 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions. Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus and any related free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or in any applicable free writing prospectus related thereto is current only as of its date, regardless of its time of delivery or any sale of shares. Our business, financial condition, results of operations and future prospects may have changed since that date. For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside of the United States. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. Copies of some of the documents referred to herein have been filed as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus under the heading "Where You Can Find More Information." MARKET AND INDUSTRY DATA This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity and market size, are based on our management s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, trade and business organizations, and other contacts in the markets in which we operate. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research, and are based on certain assumptions that we believe to be reasonable. In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus are generally reliable, such information, which is derived in part from management s estimates and beliefs, is inherently uncertain and imprecise, and you are cautioned not to give undue weight to such estimates. Market and industry data are subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements." These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates. The content of, or accessibility through, the sources and websites identified herein, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein and any websites are an inactive textual reference only. TRADEMARKS The logos and other trade names, trademarks, and service marks of OptMed, Inc. appearing in this prospectus are the property of OptMed, Inc. Other trade names, trademarks, and service marks appearing in this prospectus are the property of their respective holders. Trade names, trademarks, and service marks contained in this prospectus may appear without the " " or " " symbols. Such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to those trade names, trademarks, and service marks. ABOUT THIS PROSPECTUS Throughout this prospectus, unless otherwise designated or the context suggests otherwise, all references to "OptMed," the "Company," the "registrant," "we," "our," or "us" in this prospectus mean OptMed, Inc., a Delaware corporation, and its subsidiary; assumes a public offering price of $ per share, which is the midpoint of the $ to $ range of the offering price per share; "year" or "fiscal year" means the year ending December 31st; all dollar or $ references when used in this prospectus refer to United States dollars; and all references to the "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and all references to the "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. ii PROSPECTUS SUMMARY The following summary highlights selected information about our Company and this offering that is included elsewhere in this prospectus in greater detail. It does not contain all of the information that you should consider before investing in our common stock. Before investing in our common stock, you should read this entire prospectus carefully, including the information presented under the heading "Risk Factors" and in our consolidated financial statements and notes thereto. In this prospectus, unless we indicate otherwise or the context requires, "OptMed," the "Company," the "registrant," "we," "our," "ours" and "us" refer to OptMed, Inc. Overview We are a clinical-stage medical device company, incorporated in the State of Delaware in 2007, focused on the development and commercialization of novel surgical adhesives for the localized treatment of patients with external and internal wounds. Our proprietary technology platform is based on a chemistry called methylidene malonate ("MM212"), a biocompatible polymer originally designed for drug delivery which has been extensively tested for biocompatibility and adhesive properties in topical and internal applications. MM212-based surgical adhesives have unique versatile properties which include strong bonding properties, the ability to bond to tissues in wet environments, elastic properties and biocompatibility with human tissues. Our initial product candidates, BondEase Topical Skin Adhesive ("BondEase") and TearRepair Liquid Skin Protectant ("TearRepair"), are biocompatible tissue adhesives for topical applications. BondEase was designed as a topical adhesive for the closure of acute incision and laceration wounds and TearRepair was designed as a topical skin protectant for fragile and damaged skin, such as for skin tears of the elderly. In December 2015, we received clearance from the U.S. Food and Drug Administration ("FDA") to market BondEase in the United States. However, we have not yet started to market and sell BondEase, as we needed first to scale up its manufacturing process and make certain improvements to ease the delivery of the adhesive on the wound. We have now completed the scale up of the manufacturing process and the product improvements for BondEase, which included changes to the manufacturing process of the active component within the monomer formulation, the composition of the monomer and activator formulations, and changes to device design. We have evaluated the improved BondEase product and we believe it is substantially equivalent to the device that received FDA clearance because it has the same intended use as the original BondEase device and contains substantially the same technological characteristics as the original BondEase device, with minor design and composition differences. As a result, we believe that no additional animal studies or human clinical trials will be required by the FDA. We anticipate that we will file a new application with the FDA to obtain clearance to market BondEase in the United States within three months of the completion of this offering. We are also planning to file an application with the FDA within three months of the completion of this offering to obtain clearance to market TearRepair in the United States. We are also at the early stage of development of our adhesive platform for two additional clinical indications to protect chronic wounds and to seal internal wounds and organ leakage. These two clinical applications are unique as there are currently no surgical adhesives approved for chronic wounds and very few adhesives approved for internal wounds, and we believe these few adhesives have serious shortcomings. We believe that our chemistry with unique mechanical performance in a wet environment and its safety profile could make these two clinical applications potential candidates for the treatment of chronic wounds, internal wounds and organ leakage. Need for Surgical Adhesives Over the past few decades, sutures have been the mainstay of surgical treatment. Sutures are fibers or strands used for connecting blood vessels or tissues together. Besides sutures, various other materials like microporous surgical tapes, clips and staples have also commonly been used in surgeries. These procedures are easy to handle, have high tensile strength, have no allergic or carcinogenic potential, and few sutures get absorbed in the body after serving their function. Despite having these advantages, sutures are very time-consuming, may result in leakages, wound detachment, tissue scarring and increased chances of infections during their removal. Therefore, the need for simpler, quicker and minimally invasive surgical procedures have necessitated the development of suture-less techniques. Surgical adhesives are a class of biomaterial that adheres to tissue after its application and seals the tissue or wound. They also help in attaching medical devices to tissues and post-operative sealing of air or gas leakages through an incision. Ideally, surgical glue should possess strong binding strength and elasticity and should be easy to apply, biocompatible and biodegradable, which ultimately improves the wound healing process. Current Treatments and Their Limitations We believe an ideal tissue adhesive should have the following properties: strong adhesion to tissue, especially under wet conditions and an ability to form a watertight seal; biodegradability; 1 mechanical compliance with the underlying tissue, such as elasticity, which is important for applications such as lung sealants, where the size of the underlying tissue strongly varies over time; and low toxicity and minimal inflammatory response. Although numerous adhesive technologies have been developed, only a handful have been approved by the FDA for clinical use. The main challenge is achieving adequate adhesion to soft tissues, especially when tissues are wet and under dynamic forces. The two main classes of adhesive technologies developed to date are described below: Biologically-derived sealants, such as fibrin sealants, have advantages because they biodegrade rapidly after the wound is healed and the adhesive is no longer needed and, typically, do not lead to inflammation, foreign-body reactions, tissue necrosis or extensive fibrosis. But they also have disadvantages because they provide minimal bond strength and are, therefore, unsuitable for applications requiring resistance to high mechanical load and they also may be susceptible to viral contamination, given their animal origin. Synthetic tissue adhesives, such as cyanoacrylate tissue adhesives (for example, Dermabond, which was developed by Ethicon, Inc.), have advantages because of their rapid rate of polymerization and strong bonding to tissues. But they also have disadvantages, such as their inability to adhere properly to wet tissues, their potential to cause thermal damage and scarring to tissues through the heat generated during the curing process, their limited elasticity which limits their use on internal organs where the size of the underlying tissue strongly varies over time, such as lungs, and concerns over the cytotoxic or histotoxic effects of the by-products from the degradation process of the adhesive. The main challenge toward designing a surgical sealant or adhesive is to achieve sufficient adhesion strength to the tissues in a wet environment without impairing the biocompatibility and tissue function. Unfortunately, biologically-derived sealants have strong biocompatibility attributes but have limited adhesion strength while the strong adhesion performance of synthetic tissue adhesives is diminished in wet environments, in addition to their poor elasticity, poor biocompatibility and poor degradation properties. As such, synthetic tissue adhesives have limited use in internal applications and are mostly used for topical skin applications. We believe an effective surgical glue needs to be strong, flexible, non-toxic, biodegradable and able to accommodate movement, yet there are no adhesives currently available that have all of those properties. Our Surgical Adhesive Platform The MM212 chemistry may be able to fill the gap caused by the limitations of both biologically-derived sealants and synthetic tissue adhesives as this chemistry matches most of the requirements for the ideal sealant, as follows: Strong adhesion to tissue, especially under wet conditions: MM212 has similar adhesion strength as synthetic adhesives and performs well in wet conditions. Biodegradability: For internal applications, tissue adhesives need to be able to biodegrade at a rate compatible with the rate of healing of the underlying tissue. We currently are not able to control the biodegradability of our adhesives and, in order to meet this property requirement, we have initiated a research program to make changes to our chemistry in order achieve control of the degradation process. However, as these requirements are only for internal applications, they do not apply to our TearRepair or BondEase products as they are topical applications. Mechanical compliance with the underlying tissue, such as elasticity, which is important for applications such as lung sealants, where the size of the underlying tissue strongly varies over time: MM212 has elastic properties as opposed to cyanoacrylates, which have been found to be brittle. Our internal in-vitro testing has shown elastic performance of polymerized MM212 which can expand and rapidly recover to its original size after multiple elongations to over 15% of its original size, while in our in-vitro tests in our laboratories we have not observed any measurable elasticity of cyanoacrylates. Low cytotoxicity and minimal inflammatory response: Biocompatibility testing to date has shown good results and may hold long term due to the safety of the main MM212 degradation by-products via hydrolysis, ethanol and glycolic acid although future formulation changes such as controlling degradation may alter biocompatibility properties. 2 Our Pipeline The following shows the development and regulatory status of our product candidates: Our Strategy Our mission is to advance the development and commercialization of our proprietary tissue adhesive platform based on the MM212 chemistry, to develop safe and effective adhesives for acute wounds, damaged skin, chronic wounds and internal wounds. We intend to achieve this through the following strategies: Secure FDA clearance and approval of our TearRepair device and start commercialization of TearRepair with our marketing partner, DermaRite Industries, LLC, a leading U.S. manufacturer and distributor of skin care, wound care, and nutritional supplements for healthcare facilities, including hospitals, nursing homes, hospice, and home care. Secure FDA clearance and approval of our scaled-up and improved version of BondEase and secure a marketing partner for the commercialization of BondEase. Advance our third product candidate for the treatment of chronic wounds into a proof-of-concept animal study in order to set up a meeting with the FDA to discuss the regulatory pathway for clearance and approval and requirements to human clinical trials. Continue the development of internal indications by customizing the formulation and delivery system of our adhesive and evaluating its performance in long term animal studies. Seek strategic collaborative relationships. Indebtedness To date, we have financed our operations, in part, through the issuance of unsecured debt to various investors, including our directors and officers and entities affiliated with our director and officers, which includes several series of promissory notes issued from March 2015 through July 2022 bearing interest at rates ranging from five percent (5%) to fifteen percent (15%), as well as promissory notes issued during 2019 at an original issue discount of thirty-five percent (35%) (collectively, the "Notes"). Approximately $4.0 million of the total principal and interest outstanding under the Notes will convert into shares of our common stock upon the completion of this offering. Approximately $1.7 million of outstanding principal and interest relating to the Notes will be repaid in full with the proceeds of this offering, and we are currently in default with respect to the entire amount to be repaid. We have also financed our operations, in part, through the issuance of senior secured loans (the "Senior Secured Loans") from two lenders in the aggregate principal amount of $3,250,000. The Senior Secured Loans, which are secured by substantially all of our assets, were originally due on July 1, 2018 but have not been paid to date. The loans bear interest at a rate equal to 8% per annum, provided that the interest rate increased to 12% per annum as of July 1, 2019 per a notice of default and demand of payment for failure to make payments of interest when due. Each of the lenders has agreed to forbear on the balance of the Senior Secured Loans until the earlier of September 30, 2022 or the completion of this offering, and if we do not complete this offering by September 30, 2022, we will need to seek and obtain an additional forbearance through at least the actual closing of this offering, and there is no assurance that we will be able to obtain such additional forbearance. We intend to use a portion of the net proceeds from this offering to pay in full the balance of the Senior Secured Loans. The outstanding principal of $3,250,000 and accrued but unpaid interest of $1,426,685 as of March 31, 2022 under the Senior Secured Loans are convertible at the option of the lenders into an aggregate total of shares of our common stock at a conversion price of $0.69 per share. Additionally, beginning in 2014, a group of our directors, including Dr. Braun, Mr. Martin Sands, Mr. Steven Sands, and, at various times, certain other persons including Mr. Stone, a former director, now deceased (the "LOC Affiliates"), have made available to our Company a line of credit that is due 30 days after demand by the lender (the "Affiliate Line of Credit"). This line of credit bears interest at a rate of 5.25% per annum. By June 30, 2020, we had borrowed an aggregate of $867,000 and repaid $637,000 of the Affiliate Line of Credit. The principal balance of $230,000 plus $116,272 of accrued interest was assumed by Sterm Group, a partnership owned by the LOC Affiliates, under the terms of a loan agreement dated July 1, 2020 in the total amount of $346,272. Pursuant to the agreement, the loan bears interest at a rate of 5.25% per annum, payable within 30 days upon demand. On June 28, 2021, Sterm Group agreed to loan us $300,000 at a rate of 5.25% per annum, payable within 30 days upon demand. Installments totaling $280,000 were loaned to us by Sterm Group from June 30, 2021 to August 31, 2021. Approximately $380,687 of the total principal and interest outstanding under the loans to Sterm Group will convert into shares of our common stock upon the completion of this offering. We anticipate that approximately $312,902 of the outstanding loan and accrued interest will be repaid in full with the proceeds of this offering. As of March 31, 2022, our total outstanding indebtedness and accrued but unpaid interest was $10,842,865. 3 Intellectual Property & Barriers to Entry We own all the material intellectual property rights related to our platform and product candidate portfolio. As of March 31, 2022, our product and product candidate portfolio are protected by approximately 14 issued patents and 1 pending patent application worldwide with claims directed to composition of matter, adhesive delivery and method of use. Recent Developments We have recently completed the scaling up of the manufacturing process for the BondEase device and we have also completed testing to demonstrate that the improved BondEase device is equivalent to the BondEase device that was cleared by the FDA in December 2015. Within three months of the completion of this offering, we intend to submit this data in a new 510(k) application with the FDA to obtain marketing clearance in the United States for BondEase. We have also completed the development and testing of the TearRepair device, which is intended for the protection of damaged skin and skin tears of the elderly. Within three months of the completion of this offering, we intend to file a new 510(k) application with the FDA to obtain marketing clearance in the United States for TearRepair. Effects of COVID-19 Pandemic In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a "Public Health Emergency of International Concern." On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020, the World Health Organization characterized the outbreak as a "pandemic." The current COVID-19 pandemic has globally resulted in loss of life, business closures, restrictions on travel, and widespread cancellation of social gatherings. A significant outbreak of variants and subvariants of COVID-19 and other infectious diseases could adversely affect the economies and financial markets worldwide. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted at this time, including: new information which may emerge concerning the severity of COVID-19 and its variants and subvariants; the duration and spread of the pandemic; regulatory actions taken in response to the pandemic, which may impact our offerings; other business disruptions that affect our workforce; the impact on capital and financial markets; and actions taken throughout the world, including in markets in which we operate, to contain the COVID-19 pandemic or treat its impact. We have experienced difficulties in the procurement of raw materials, particularly during 2020, as a result of the prioritization of medical device suppliers of the provision of supplies for the production of vaccines against COVID-19. Furthermore, the spread of the virus may affect the operations of key governmental agencies, such as the FDA, which may delay the development or approval or clearance process for our product candidates. COVID-19 may also affect employees of third-party contract research organizations that we rely upon to carry out our clinical trials. The spread of COVID-19 and its variants and subvariants, or another infectious disease, could also negatively affect the operations of our partners, which could result in delays or disruptions in the supply of our product candidates. In addition, the spread of COVID-19 has caused us to modify our business practices, including employee travel, employee work locations in certain cases, and cancellation of physical participation in certain meetings, events and conferences and further actions may be taken as required or recommended by government authorities or as we determine are in the best interests of our employees, customers and other business partners. We are monitoring the COVID-19 pandemic, and are taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business posed by its spread and the governmental and community reactions thereto. See "Risk Factors—Risks Related to Our Business and Industry—We face risks related to health, pandemics, epidemics and outbreaks, including the COVID-19 pandemic, which could significantly disrupt our preclinical studies and clinical trials." Geopolitical Conditions Recently, Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions, and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs and impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations. Summary

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+ PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus, any applicable free writing prospectus and the documents incorporated by reference herein and therein. You should read all such documents carefully, especially the risk factors and our financial statements and the related notes included or incorporated by reference herein or therein, before deciding to buy shares of our common stock. Company Overview We are a biopharmaceutical company dedicated to developing and commercializing first-in-class, oral enzyme therapeutics to treat patients with rare and severe metabolic and kidney disorders. We are focused on metabolic disorders that result in excess accumulation of certain metabolites that can stimulate inflammation, damage the kidney, and potentially lead to chronic kidney disease and end-stage renal disease. We believe our proprietary know-how in enzyme technology allows for the design, development, formulation, and scalable manufacturing of non-absorbed and stable enzymes delivered orally and in sufficient doses for activity in the gastrointestinal tract. This approach enables us to develop enzyme therapies that degrade metabolites within the GI tract, which reduces potentially toxic metabolite levels in the blood and urine, and in turn, diminishes the disease burden including on the kidney over time. Recent Developments Amendment to Amended and Restated Certificate of Incorporation Reverse Stock Split In July 2022 we will hold a special meeting of our stockholders to seek approval of a reverse stock split of our issued and outstanding common stock, including any common stock held by us as treasury shares, at any time prior to December 31, 2022, at a ratio of 1-for-10 to 1-for-100, with the ratio within such range to be determined at the discretion of our board of directors without further approval or authorization of our stockholders and included in a public announcement. We have declared a record date of the close of business on May 4, 2022 for the special meeting. Approval of the reverse stock split will require the affirmative vote of a majority in voting power of the outstanding shares of capital stock entitled to vote on the reverse stock split proposal. The holders of our common stock on the record date have the right to cast one vote per share of common stock on the reverse stock split proposal. The shares of Series D Convertible Preferred Stock on the record date are entitled to vote on an as-converted basis on the reverse stock split proposal (subject to any limitations set forth therein), or any proposal to adjourn any meeting of stockholders called for the purpose of voting on the reverse stock split proposal. The shares of Series E Convertible Preferred Stock on the record date are entitled to 1,000,000 votes per share on the reverse stock split proposal, or any proposal to adjourn any meeting of stockholders called for the purpose of voting on the reverse stock split proposal; provided that, in each case, such votes must be counted in the same proportion as the aggregate shares of common stock and Series D Convertible Preferred Stock voted on the proposal. Nasdaq Listing Compliance On August 25, 2021, we received a letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying us that, for the 30 consecutive business day period between July 14, 2021 through August 24, 2021, our common stock had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2), or the Minimum Table of Contents Bid Price Requirement. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until February 21, 2022, to regain compliance with the Minimum Bid Price Requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), on February 22, 2022 the Company applied to transfer its securities to Nasdaq Capital Market and requested a second 180-day period to regain compliance with the Minimum Bid Price Requirement. On February 24, 2022, Nasdaq approved the Company s request for a second 180-day period, or until August 22, 2022, to regain compliance with the Minimum Bid Price Requirement. Risks Associated with this Offering This offering is subject to numerous risks and uncertainties, including those highlighted in the section entitled Risk Factors immediately following this prospectus summary and the section entitled Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as revised or supplemented by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, which are incorporated herein by reference. These risks include, but are not limited to, the following: we have identified conditions and events that raise substantial doubt about our ability to continue operations in the near-term. We may need to seek an in-court or out-of-court restructuring of our liabilities. our stock price may be subject to substantial volatility, and stockholders may lose all or a substantial part of their investment; there is no public market for the Warrants being offered in this offering; holders of warrants purchased in this offering will have no rights as common stockholders until such holders exercise their warrants and acquire our common stock; the Series A Warrants and Series B Pre-funded Warrants being offered may not have value; and management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively. Corporate Information We were incorporated under the laws of the State of Delaware and commenced business operations in 2011. Our principal executive offices are located at One Newton Executive Park, Suite 202, Newton, MA 02462 and our telephone number is (617) 467-4577. Our website address is www.allenapharma.com. The information contained on our website, or that can be accessed through our website, is not a part of this prospectus and is not incorporated by reference into this prospectus. You should not rely on any such information in deciding whether to purchase our common stock. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Table of Contents

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+ F-1/A 1 formf-1a.htm As filed with the United States Securities and Exchange Commission on May 2, 2022 Registration No. 333-258808 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EQONEX LIMITED (Exact Name of Registrant as Specified in Its Charter) Singapore 7389 N/A (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) Suites 1206-1209, Level 12, Three Pacific Place 1 Queen s Road East, Wanchai Hong Kong +852 2248 0600 (Address and Telephone Number of Registrant s Principal Executive Offices) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 302-738-6680 (Name, Address, and Telephone Number of Agent for Service) Copies to: Jonathan (JD) DeSantis Robert D. Giannattasio Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022-6069 (212) 848-4000 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission (the "SEC"), acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. Neither we nor the selling securityholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION—DATED May 2, 2022 PRELIMINARY PROSPECTUS EQONEX LIMITED 154,906 Ordinary Shares This prospectus relates to the resale from time to time by the selling securityholder of Eqonex Limited (the "Company") named in this prospectus or its permitted transferees (collectively, the "Selling Securityholder") of 154,906 ordinary shares issued to certain service providers in connection with commercial arrangements described in this prospectus. The Selling Securityholder may sell the securities covered by this prospectus in a number of different ways and at varying prices. We will not receive any of the proceeds from the sale of the securities by the Selling Securityholder. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section titled "Plan of Distribution." Our ordinary shares trade on the Nasdaq Stock Market under the symbol "EQOS." On April 29, 2022, the closing price of the ordinary shares was $1.55 per ordinary share. Eqonex Limited is incorporated under the laws of Singapore. Our principal executive offices and a portion of our global operations are located in Hong Kong. Other than a non-active subsidiary located in mainland China, which is in the process of being dissolved, we do not operate in the People s Republic of China ("PRC"). We are not a mainland Chinese firm and neither us nor any of our subsidiaries is required to obtain permission from the government of the PRC to operate and issue our ordinary shares to foreign investors. Eqonex and our subsidiaries are not covered by permissions requirements from the China Securities Regulatory Commission ("CSRC"), Cyberspace Administration of China ("CAC"), and no other PRC entity is required to approve of the company s operations. We do not believe that we are required to obtain any approvals to offer securities to foreign investors. If we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain approval in the future, obtaining such approvals could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities, including the ordinary shares, to significantly decline or be worthless. Recently, the Chinese government announced that it would increase supervision of mainland Chinese firms listed offshore. Under the new measures, China will improve regulation of cross-border data flows and security, police illegal activity in the securities market and punish fraudulent securities issuances, market manipulation and insider trading. China will also monitor sources of funding for securities investment and control leverage ratios. The CAC has also opened a cybersecurity probe into several large U.S.-listed technology companies focusing on anti-monopoly and financial technology regulation and, more recently with the passage of the Data Security Law, how companies collect, store, process and transfer data. Recently, the People s Bank of China (PBOC) announced in a joint release with the China Securities Regulatory Commission, the China Banking and Insurance Regulatory Commission and other regulatory agencies a ban on all cryptocurrency activities within mainland China, which includes services provided by overseas cryptocurrency service providers, such as Eqonex. As a Singapore company that does not operate in the PRC, the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or results of operations. However, because of the Company s operations in Hong Kong and given the Chinese government s significant oversight authority over the conduct of business in Hong Kong, there is always a risk that the Chinese government may, in the future, seek to affect operations of any company with any level of operations in mainland China or Hong Kong, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. In light of China s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in China can change quickly with little or no advance notice. The Chinese government may intervene or influence our current and future operations in Hong Kong and China at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves. If certain PRC laws and regulations were to become applicable to a company such as us in the future, the application of such laws and regulations may have a material adverse impact on our business, financial condition and results of operations and our ability to offer or continue to offer securities to investors, any of which may cause the value of our securities, including our ordinary shares, to significantly decline or become worthless. For example, if the People s Bank of China (PBOC) ban on all cryptocurrency activities within mainland China, which includes services provided by overseas cryptocurrency service providers (the "PBOC Ban"), applied to Hong Kong, we would be forced to relocate our operations outside of Hong Kong. In addition, if the PRC Data Security Law were to apply to our Hong Kong-based businesses, we could become subject to data security and privacy obligations, including the need to conduct a national security review of data activities that may affect the national security of the PRC, and be prohibited from providing data stored in Hong Kong to foreign judicial or law enforcement agencies without approval from relevant PRC regulatory authorities. In December 2021, the SEC adopted rules to implement the Holding Foreign Companies Accountable Act ("HFCAA") and pursuant to the HFCAA, the PCAOB issued its report notifying the SEC of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong. If any law relating to the PCAOB access to auditor files were to apply to a company such as us or our auditor, the PCAOB may be unable to fully inspect our auditor, which may result in our securities, including our ordinary shares, being delisted or prohibited from being traded pursuant to the HFCAA and materially and adversely affect the value and/or liquidity of your investment. Our independent registered public accounting firm, UHY LLP, is not subject to the determinations announced by the PCAOB on December 16, 2021. UHY LLP is headquartered in New York, NY. UHY LLP is not headquartered in the PRC or Hong Kong. The PCAOB currently has access to inspect the working papers of UHY LLP. As a result, we do not believe the HFCAA and related regulations will affect our company. If, however, our independent registered public accounting firm, or its affiliates, were denied, even temporarily, the ability to practice before the SEC and PCAOB, and it were determined that our financial statements or audit reports are not in compliance with the requirements of the U.S. Exchange Act, we could be at risk of delisting or become subject to other penalties that would adversely affect our ability to remain listed on the Nasdaq. In addition, while we believe that the recent statements or regulatory actions by the relevant parts of the PRC government, including those in relation to the PBOC Ban, PRC Data Security Law, the CAC, the PRC Personal Information Protection Law and Variable Interest Entities, and the anti-monopoly enforcement actions taken by relevant PRC government authorities, will not have any material adverse impact on our ability to conduct business, accept foreign investments, or list on a U.S. or other foreign exchange, there is no guarantee that will continue to be the case or that the PRC government will not seek to intervene or influence our operations at any time. Should such statements or regulatory actions apply to a company such as us in the future, it would likely have a material adverse impact on our business, financial condition and results of operations, our ability to accept foreign investments and our ability to offer or continue to offer securities to investors on a U.S. or other international securities exchange, any of which may cause the value of our securities, including our ordinary shares, to significantly decline or become worthless. If any or all of the foregoing were to occur, this could result in a material change in our Company s operations and/or the value of our ordinary shares and/or significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. While we cannot predict the extent of such impact if such events were to occur, we expect that to the extent certain laws and regulations of the PRC become applicable to us, we may relocate our principal executive offices, employees, and operations out of Hong Kong. We may also be forced to dissolve our Hong Kong subsidiary and incorporate one ore more new entities outside of Hong Kong. While we believe we may be able to relocate and reorganize, as an early-stage enterprise with limited revenue and that is not currently profitable, the costs and expenses related to relocating our offices, employees, and operations, as well as the legal and professional fees associated with reorganizing certain legal entities, would likely have a material impact on our business, financial condition and results of operations. There can be no guarantee that Eqonex s business lines, individually or together with our other business lines will be able to produce sufficient cash flows to fund the capital requirements and expenditures necessary to run the business and relocate. For additional detail on these and other risks, see "Risk Factors – Risks Related to Doing Business in Hong Kong" starting on page 20 of this prospectus. An investment in our securities involves risks. See "Risk Factors" beginning on page 6 of this prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2022. TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iii FREQUENTLY USED TERMS iv SUMMARY 1

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+ PROSPECTUS SUMMARY This summary highlights, and is qualified in its entirety by, the more detailed information contained in other parts of this prospectus, including any applicable free writing prospectus and the documents incorporated by reference herein. This summary does not contain all of the information that may be important to you in making your investment decision. You should read this entire prospectus carefully, especially the Risk Factors section beginning on page 9 and in the documents incorporated by reference herein and our financial statements and the related notes incorporated by reference herein, before deciding to invest in our common stock and warrants. As used in this prospectus, unless the context otherwise requires, references to we, us, our and Ayala refer to Ayala Pharmaceuticals, Inc. and its subsidiaries. Company Overview We are a clinical-stage oncology company focused on developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, primarily in genetically defined patient populations. Our differentiated development approach is predicated on identifying and addressing tumorigenic drivers of cancer, through a combination of our bioinformatics platform and next-generation sequencing to deliver targeted therapies to underserved patient populations. Our current portfolio of product candidates, AL101 and AL102, targets the aberrant activation of the Notch pathway using gamma secretase inhibitors, or GSIs. Gamma secretase is the enzyme responsible for Notch activation and, when inhibited, turns off the Notch pathway activation. Aberrant activation of the Notch pathway has long been implicated in multiple solid tumor and hematological cancers and has often been associated with more aggressive cancers. In cancers, Notch is known to serve as a critical facilitator in processes such as cellular proliferation, survival, migration, invasion, drug resistance and metastatic spread, all of which contribute to a poorer patient prognosis. AL101 and AL102 are designed to address the underlying key drivers of tumor growth, and our initial Phase 2 clinical data of AL101 suggest that our approach may address the shortcomings of existing treatment options. We believe that our novel product candidates, if approved, have the potential to transform treatment outcomes for patients suffering from rare and aggressive cancers. We are currently evaluating AL102 in the RINGSIDE pivotal Phase 2/3 clinical trial in desmoid tumors and intend to commence a Phase 2 clinical trial of AL102 for the treatment of relapsed or refractory T-cell acute lymphoblastic leukemia in the second half of 2022. We are currently evaluating AL101 as a monotherapy in the ACCURACY open-label Phase 2 clinical trial for the treatment of recurrent/metastatic adenoid cystic carcinoma, or R/M ACC, for patients bearing Notch-activating mutations. AL101 was granted Orphan Drug Designation in May 2019 for the treatment of adenoid cystic carcinoma, or ACC, and fast track designation in February 2020 for the treatment of R/M ACC. Recent Developments On July 5, 2022, we announced interim data from Part A of our ongoing RINGSIDE pivotal Phase 2/3 clinical trial evaluating AL102 in desmoid tumors. Desmoid tumors are aggressive connective tissue tumors, with a recurrence rate after surgery of up to 77%. In February 2022, Part A completed enrollment of 42 patients with progressive desmoid tumors in three study arms across three doses of AL102: 1.2 mg daily, 2 mg twice weekly, and 4 mg twice weekly with initial follow up to evaluate safety, tolerability and tumor volume by MRI after 16 weeks. As of the cut-off date of May 1, 2022, 13 patients had reached the 16-week mark, at which time 10 had a completed central reading of their MRI scans. Of these 10 patients, nine showed a decrease in tumor volume. In addition, one patient showed an unconfirmed partial response as measured by RECIST 1.1. AL102 was generally observed to be well tolerated at all dose levels with no dose-limiting toxicities and no Grade 4 or 5 Table of Contents TABLE OF CONTENTS Page FORWARD-LOOKING STATEMENTS 1 PROSPECTUS SUMMARY 2

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+ PROSPECTUS SUMMARY This summary highlights, and is qualified in its entirety by, the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all of the information that may be important to you in making your investment decision. You should read this entire prospectus carefully, especially the Risk Factors section beginning on page 10 and the financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our Common Stock. Overview GreenLight has a clear mission: To create products addressing some of humanity s greatest challenges through the rigorous application of science. We aim to achieve this goal through our cell-free biomanufacturing platform. This platform enables us to make complex biological molecules nucleic acids, peptides, carbohydrates, and many others in a manner that we believe will allow us to manufacture high-quality products at a lower cost (below $1.00 per gram for dsRNA) than traditional methods using fermentation. We are using this platform to develop and commercialize products that, if they receive appropriate regulatory approvals, address a variety of agricultural, human health, and animal health issues. For more information on our manufacturing platform, see Business Our Manufacturing Platform. Humanity faces numerous challenges. There are more than seven and a half billion people sharing the diminishing resources of Earth. This growing population needs to produce more food with the same amount of land and, at the same time, honor the global desire and increasing technical need to replace chemical pesticides. Not only are these pesticides facing increased consumer opposition and threat of outright bans due to environmental damage, many are losing their effectiveness. More than half the world s population now lives in cities, breathing the same air that carries pathogens and causes infections. Humanity needs to adapt and tackle pandemics both for those who have and for those who do not have access to good health care around the planet. To address these issues, we need to develop high-quality, cost-effective products that can be widely deployed, including to developing countries. We believe RNA can be the critical aspect to these products. Ribonucleic acid, or RNA, recently gained broad global prominence as the COVID-19 pandemic swept through the world s population, prompting messenger RNA, or mRNA, vaccines to move from a scientific theory to a medical reality. Vaccines made using mRNA proved among the fastest to develop and the easiest to update for newer strains of COVID-19. While the fast rollout of mRNA vaccines helped change the course of the pandemic, this is just one part of the story. The full potential for RNA in human health has not yet been realized. Beyond human health, RNA-based technology can also be deployed to address other global issues, including agricultural needs for crop protection. Our technology platform, which was initially developed to produce agricultural crop protection products and is protected by patents and know-how, is capable of synthesizing building blocks (nucleotides), building tools (enzymes), and instructions (DNA templates) to make double-stranded RNA ( dsRNA ) within an integrated process. The manufacturing process know-how that we gained from our experience making dsRNA allows us to understand some of the key aspects of producing mRNAs. For more information on our manufacturing platform and technology, see Business Our Manufacturing Platform. Table of Contents private placement warrants are to the warrants entitling such warrant holder the right to purchase one share of ENVI Class A Common Stock on terms identical to the warrants included in the ENVI Units offered in ENVI s initial public offering; Promissory Note are to the Promissory Note dated September 4, 2020, issued by HB Strategies to ENVI; public common stock are to the 20,700,000 shares of ENVI Class A Common Stock outstanding before the consummation of the Business Combination, whether acquired in ENVI s initial public offering or acquired in the secondary market; public stockholders are to holders of public common stock, whether acquired in ENVI s initial public offering or acquired in the secondary market; Public Warrants are to the warrants issued in ENVI s IPO to purchase up to 10,350,000 shares of ENVI Class A Common Stock for an exercise price of $11.50 per share; redemption are to each redemption of public common stock for cash pursuant to the Former Organizational Documents; SEC are to the Securities and Exchange Commission; Securities Act are to the Securities Act of 1933, as amended; SIIPL are to Serum Institute of India Private Limited; Sponsor are to CG Investments Inc. VI, a Canadian corporation; Sponsor Warrants are to the 600,000 Insider Warrants issued to the Sponsor in connection with the Warrant Subscription Agreement; Subscription Agreements are to the February 2022 PIPE Subscription Agreements and the August 2022 PIPE Subscription Agreements; transfer agent are to Continental, the transfer agent for the New GreenLight Common Stock and the Public Warrants; trust account are to the trust account established at the consummation of ENVI s initial public offering that held the proceeds of the initial public offering until the consummation of the Business Combination; and Warrant Subscription Agreement are to the warrant subscription agreement, dated December 21, 2020, entered into between ENVI and the Sponsor. Table of Contents We have several dsRNA-based products in our agricultural pipeline that, if commercialized, we believe can change the way in which farmers protect crops, allowing them to better utilize the land dedicated to agriculture and produce foods with less or no pesticide residue. One of these products, Calantha, which is designed to manage Colorado potato beetles, has been submitted to the EPA for approval. Our other dsRNA-based agricultural products are in various earlier stages of development as compared to Calantha, our Colorado potato beetle product, ranging from proof of concept in the lab to proof of technology in the greenhouse and proof of scale in the field. See Business Plant Health Product Pipeline Process for developing new products for additional information on the development process. In order to commercialize a product for the U.S. agricultural market, we must complete specified toxicology studies, submit a registration dossier to the EPA demonstrating that the product does not pose unreasonable risks to human health or the environment, respond adequately to any deficiencies identified by the EPA through its risk assessment process and obtain the EPA s approval of our labeling. The EPA must also establish a tolerance level for the product or issue a tolerance exemption. We must separately obtain any applicable state or foreign regulatory approvals. For more information regarding the regulatory process, see Business Government Regulation Agricultural Products and Risk Factors Risks Related to Our Plant Health Program . We have completed pre-clinical testing, production and fill and finish of the drug product for the Phase I clinical trial of our COVID-19 vaccine product candidate, GLB-CoV-2-043, which is based on the original Wuhan strain of the COVID-19 virus. We are now pursuing approval to begin clinical trials using that vaccine candidate material. In April 2022, we applied for a Clinical Trials Application, or CTA, with the South African Health Products Regulatory Authority, or SAHPRA, for a phase I/II single-vaccination booster study. That application was rejected on the basis that the application failed to identify specific benefits our testing efforts and a resulting vaccine would bring to South Africa considering the ready availability of other COVID-19 vaccines in that country. After further review and discussion with SAHPRA, we have decided not to amend or resubmit our CTA in South Africa in favor of identifying other countries in which to begin clinical trials and whether to do so in combination with a US-based Investigational New Drug, or IND, application with the FDA. We can offer no assurance that any clinical trial applications we may file will be accepted by regulatory authorities. Our other product candidates in the human health pipeline have yet to reach the candidate selection phase. To get to the candidate selection phase for our other product candidates in our human health pipeline, we must design and test the product candidates in animal models, select the product candidates to progress to IND-enabling toxicology studies, develop chemistry, manufacturing, and controls protocols, create a development plan to discuss with the FDA as part of pre-IND consultations, and manufacture, fill and finish the vaccine candidate material. In June 2022, we terminated our clean room lease agreement in Burlington where we manufactured our COVID-19 vaccine product candidate and will therefore either manufacture new vaccine candidate material at a facility we will equip or through a vendor. Background We were incorporated as Environmental Impact Acquisition Corp. (Nasdaq: ENVI), a special purpose acquisition company, on July 2, 2020. On February 2, 2022, ENVI closed the Business Combination with GreenLight, as a result of which GreenLight became a wholly owned subsidiary of ENVI, and ENVI changed its name to GreenLight Biosciences Holdings, PBC. Although ENVI was the legal acquirer of GreenLight in the Business Combination, GreenLight is deemed to be the accounting acquirer, and the historical financial statements of GreenLight became the historical financial statements of ENVI (renamed GreenLight Biosciences Holdings, PBC) upon the closing of the Business Combination. Table of Contents On February 3, 2022, our Common Stock and Public Warrants, formerly those of ENVI, began trading on the Nasdaq Capital Market under the symbol GRNA and GRNAW, respectively. On April 4, 2022, our Common Stock and Public Warrants began trading on the Nasdaq Global Market under the same symbols. As a result of the Merger, we raised gross proceeds of approximately $136.4 million, which included funds held in ENVI s trust account (after giving effect to redemptions) of $12.1 million and proceeds from the February 2022 PIPE Financing of $124.3 million (inclusive of the PIPE Prepayment). The transaction costs totaled approximately $26.7 million.

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+ PROSPECTUS SUMMARY 1 RISK FACTORS 7 USE OF PROCEEDS 26 DETERMINATION OF OFFERING PRICE 27 MARKET INFORMATION AND DIVIDEND POLICY 28 BUSINESS 29 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 52 MANAGEMENT 59 EXECUTIVE COMPENSATION 65 DESCRIPTION OF SECURITIES 73 SHARES ELIGIBLE FOR FUTURE SALE 79 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 81 SELLING SECURITYHOLDERS 83 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 94 PLAN OF DISTRIBUTION 99 LEGAL MATTERS 104 EXPERTS 104 CHANGE IN AUDITOR 104 WHERE YOU CAN FIND MORE INFORMATION 105 INDEX TO FINANCIAL STATEMENTS F-1 EXPLANATORY NOTE Pursuant to Rule 429 under the Securities Act of 1933, as amended (the Securities Act ), the prospectus included herein is a combined prospectus relating to this Registration Statement and the Registration Statement on Form S-1 (File No. 333-259446) previously filed by the registrant on September 10, 2021, and declared effective on September 20, 2021 (as supplemented, the Prior Registration Statement ), relating to (i) the issuance by the registrant of up to an aggregate of 12,045,000 shares of common stock, par value $0.0001 per share (the common stock ), of the registrant and (ii) the offer and resale of up to an aggregate of 67,885,538 shares of common stock and up to an aggregate of 7,358,078 warrants to purchase common stock. Pursuant to Rule 429 under the Securities Act, this Registration Statement also constitutes a post-effective amendment to the Prior Registration Statement, and such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act. INTRODUCTORY NOTE AND FREQUENTLY USED TERMS On August 13, 2021 (the Closing and such date the Closing Date ), New Beginnings Acquisition Corp., a Delaware corporation ( New Beginnings ), Artemis Merger Sub Corp., a Delaware corporation and wholly-owned direct subsidiary of New Beginnings ( Merger Sub ), and Airspan Networks Inc., a Delaware corporation ( Legacy Airspan ), consummated their previously announced business combination (the Business Combination ) pursuant to the terms of the Business Combination Agreement, dated as of March 8, 2021 (the Business Combination Agreement ). Pursuant to the Business Combination Agreement, on the Closing Date, (i) New Beginnings changed its name to Airspan Networks Holdings Inc. (the Company ) and (ii) shares of Legacy Airspan Capital Stock (as defined below) issued and outstanding immediately prior to the Closing (including shares of Legacy Airspan Capital Stock issued pursuant to the net exercise of warrants to purchase Legacy Airspan Capital Stock, but excluding shares of Legacy Airspan Restricted Stock that were not Legacy Airspan Accelerated Restricted Stock (each as defined below)) were automatically converted into and became the right to receive 59,726,486 shares of Common Stock and 9,000,000 of our Post-Combination Warrants (as defined below). Unless the context otherwise requires, references in this prospectus to Airspan , the Company , us , we , our and any related terms prior to the closing of the Business Combination are intended to mean Legacy Airspan and its consolidated subsidiaries, and after the closing of the Business Combination, Airspan Networks Holdings Inc. and its consolidated subsidiaries. In addition, in this document, unless otherwise stated or the context otherwise requires, references to: 2021 Plan means the Airspan Networks Holdings Inc. 2021 Stock Incentive Plan, as such may have been amended, supplemented or modified from time to time; 4G means the fourth generation technology standard for broadband cellular networks; 5G means the fifth generation technology standard for broadband cellular networks; August 2021 Fortress Amendment means the Waiver and Consent, Second Amendment, Restatement, Joinder and Omnibus Amendment to Credit Agreement and Other Loan Documents, dated as of August 13, 2021, among Legacy Airspan, as borrower, the Company, as joining guarantor and as holdings, the subsidiaries of the Company party to the Fortress Credit Agreement, as guarantors, the lenders party thereto and Fortress, as administrative agent and collateral agent; Board are to our board of directors; Convertible Note Purchase Agreement means the Senior Secured Convertible Note Purchase and Guarantee Agreement, dated as of July 30, 2021, by and among the Company, as issuer, Merger Sub, as guarantor, Fortress, as agent, collateral agent and trustee, and the Convertible Note Purchasers, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including, without limitation, pursuant to the Joinder Agreement and the Convertible Note Purchase Agreement Amendment; Convertible Note Purchase Agreement Amendment means the First Amendment and Waiver to Senior Secured Convertible Note Purchase Agreement and Other Notice Documents, dated as of March 29, 2022, among the Company, as issuer, the subsidiaries of the Company party to the Convertible Note Purchase Agreement, as guarantors, the Convertible Note Purchasers and Fortress, as agent, collateral agent, trustee and term loan agent; Convertible Note Purchasers means FIP UST LP, Drawbridge Special Opportunities Fund LP, DBDB Funding LLC, Fortress Lending II Holdings L.P., FLF II Holdings Finance L.P., Fortress Lending Fund II MA-CRPTF LP, Fortress Lending I Holdings L.P. and FLF I Holdings Finance L.P.; Convertible Notes means the senior secured convertible notes issued to the Convertible Note Purchasers on August 13, 2021, pursuant to the Convertible Note Purchase Agreement, as amended and restated pursuant to the Convertible Note Purchase Agreement Amendment; The information in this preliminary prospectus is not complete and may be changed. Neither we nor the Selling Securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. SUBJECT TO COMPLETION, DATED APRIL 19, 2022 PRELIMINARY PROSPECTUS Up to 12,045,000 Shares of Common Stock and Up to 72,934,201 Shares of Common Stock and Up to 7,358,078 Warrants to Purchase Common Stock Offered By the Selling Securityholders This prospectus relates to the issuance by Airspan Networks Holdings Inc. of up to an aggregate of 12,045,000 shares of our common stock, par value $0.0001 per share ( Common Stock ), consisting of (i) 11,500,000 shares of our Common Stock issuable upon exercise of a like number of warrants (the Public Warrants ) to purchase our Common Stock at an exercise price of $11.50 per share originally issued as part of units in our Initial Public Offering (as defined below) and (ii) 545,000 shares of our Common Stock issuable upon exercise of a like number of warrants (the Private Placement Warrants ) to purchase our Common Stock at an exercise price of $11.50 per share originally issued as part of the Private Placement Units (as defined below) in a private placement in connection with our Initial Public Offering. This prospectus also relates to the offer and sale, from time to time, by the selling securityholders named in this prospectus, or any of their pledgees, donees, assignees and successors-in-interest ( permitted transferees and, collectively with such selling securityholders, the Selling Securityholders ), of (i) up to an aggregate of 7,500,000 shares of our Common Stock that were issued to certain investors (collectively, the PIPE Investors ) in connection with the PIPE (as defined below), (ii) up to an aggregate of 2,750,000 Founder Shares (as defined below), (iii) up to an aggregate of 45,496,960 shares of our Common Stock otherwise held by the Selling Securityholders, (iv) up to an aggregate of 100,000 shares of our Common Stock that may be issued upon exercise of the Customer Warrants (as defined below), (v) up to an aggregate of 545,000 shares of our Common Stock that may be issued upon exercise of the Private Placement Warrants, (vi) up to an aggregate of 2,271,026 shares of our Common Stock that may be issued upon exercise of the Post-Combination $12.50 Warrants (as defined below), (vii) up to an aggregate of 2,271,026 shares of our Common Stock that may be issued upon exercise of the Post-Combination $15.00 Warrants (as defined below), (viii) up to an aggregate of 2,271,026 shares of our Common Stock that may be issued upon exercise of the Post-Combination $17.50 Warrants (as defined below), (ix) up to an aggregate of 9,729,163 shares of our Common Stock that may be issued upon conversion of the Convertible Notes (as defined below), (x) up to an aggregate of 545,000 Private Placement Warrants, (xi) up to an aggregate of 2,271,026 Post-Combination $12.50 Warrants, (xii) up to an aggregate of 2,271,026 Post-Combination $15.00 Warrants and (xiii) up to an aggregate of 2,271,026 Post-Combination $17.50 Warrants. This prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions. We will not receive any proceeds from the sale of shares of Common Stock or Warrants (as defined below) by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Warrants to the extent such Warrants are exercised for cash. However, we will pay the expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus. We are registering the offer and sale of the securities described above to satisfy certain registration rights we have granted. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sell the securities under this prospectus, is provided under Selling Securityholders and Plan of Distribution in this prospectus. Customer means DISH Network Corporation, a Nevada corporation; Customer Agreement means the Warrant, dated as of March 5, 2021, by and between Legacy Airspan and the Customer; Customer Warrants means warrants issued under the Customer Agreement to purchase one share of our Common Stock per warrant, at an exercise price of $10.00; Fortress means DBFIP ANI LLC, a Delaware limited liability company; Fortress Credit Agreement means the Credit Agreement, dated as of December 30, 2020, among Legacy Airspan, as borrower, certain subsidiaries of Legacy Airspan, as guarantors, the lenders from time to time party thereto and Fortress, as administrative agent and collateral agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including, without limitation, pursuant to the August 2021 Fortress Amendment and the March 2022 Fortress Amendment; Founder Shares means the shares of Common Stock initially purchased by the Sponsor in a private placement in September 2020; IPO or Initial Public Offering means New Beginnings initial public offering of units, consummated on November 3, 2020; Joinder Agreement means the Joinder Agreement, dated as of August 13, 2021, by the Company and the guarantors party thereto to Fortress, in its capacities as administrative agent, collateral agent and trustee for the holders of the Convertible Notes; Key Airspan Stockholders means Oak Investment Partners XI, Limited Partnership, Oak Investment Partners XIII, Limited Partnership, Qualcomm Incorporated and SoftBank Group Capital Limited; Legacy Airspan Accelerated Restricted Stock means all outstanding shares of restricted Legacy Airspan Class B Common Stock immediately prior to the Closing granted under the Legacy Airspan Plan that were held by a person who was not a service provider to Legacy Airspan or any subsidiary of Legacy Airspan as of the date of the Business Combination Agreement; Legacy Airspan Capital Stock means Legacy Airspan Common Stock, Legacy Airspan Class B Common Stock, Legacy Airspan Class C Common Stock and Legacy Airspan Preferred Stock; Legacy Airspan Class B Common Stock means Legacy Airspan s Class B Common Stock, with a par value of $0.0003 per share; Legacy Airspan Class C Common Stock means Legacy Airspan s Class C Common Stock, with a par value of $0.0003 per share; Legacy Airspan Common Stock means Legacy Airspan s Common Stock, with a par value of $0.0003 per share; Legacy Airspan Plan means Legacy Airspan s 2009 Omnibus Equity Compensation Plan, as such may have been amended, supplemented or modified from time to time; Legacy Airspan Preferred Stock means Legacy Airspan s Convertible Preferred Stock, with a par value of $0.0001 per share; Legacy Airspan Restricted Stock means all outstanding shares of restricted Legacy Airspan Common Stock or Legacy Airspan Class B Common Stock, as applicable, immediately prior to the Closing granted under the Legacy Airspan Plan; You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Common Stock, Public Warrants, Post-Combination $12.50 Warrants, Post-Combination $15.00 Warrants and Post-Combination $17.50 Warrants are listed on the NYSE American LLC ( NYSE American ) under the symbols MIMO , MIMO WS , MIMO WSA , MIMO WSB and MIMO WSC , respectively. On April 18, 2022, the closing price of our Common Stock was $2.67 per share, the closing price of our Public Warrants was $0.25 per warrant, the closing price of our Post-Combination $12.50 Warrants was $0.32 per warrant, the closing price of our Post-Combination $15.00 Warrants was $0.09 per warrant and the closing price of our Post-Combination $17.50 Warrants was $0.29 per warrant. We are an emerging growth company, as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements. Investing in our securities involves risks that are described in the Risk Factors section beginning on page 7 of this prospectus. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2022. March 2022 Fortress Amendment means the Third Amendment and Waiver to Credit Agreement and Other Loan Documents, dated as of March 29, 2022, among Legacy Airspan, as borrower, the Company, as holdings, the subsidiaries of the Company party to the Fortress Credit Agreement, as guarantors, certain lenders party thereto and Fortress, as administrative agent, collateral agent and note agent; Open RAN means open radio access network; PIPE means the sale of the PIPE Shares to the PIPE Investors, for a purchase price of $10.00 per share for an aggregate purchase price of $75 million, in a private placement immediately prior to Closing; PIPE Shares means an aggregate of 7,500,000 shares of Common Stock issued to the PIPE Investors in the PIPE, for a purchase price of $10.00 per share; Post-Combination $12.50 Warrants means warrants issued under the Post-Combination Warrant Agreement to purchase one share of our Common Stock per warrant, at an exercise price of $12.50; Post-Combination $15.00 Warrants means warrants issued under the Post-Combination Warrant Agreement to purchase one share of our Common Stock per warrant, at an exercise price of $15.00; Post-Combination $17.50 Warrants means warrants issued under the Post-Combination Warrant Agreement to purchase one share of our Common Stock per warrant, at an exercise price of $17.50; Post-Combination Warrant Agreement means the warrant agreement entered into at Closing, in substantially the form attached to the Business Combination Agreement as Exhibit C; Post-Combination Warrants means the Post-Combination $12.50 Warrants, Post-Combination $15.00 Warrants and Post-Combination $17.50 Warrants; Private Placement Units means the New Beginnings units purchased in a private placement in connection with the IPO; Securities Act means the U.S. Securities Act of 1933, as amended; Sponsor means New Beginnings Sponsor, LLC, a Delaware limited liability company; Stockholder Support Agreement means the Stockholder Support Agreement, dated as of March 8, 2021, by and among New Beginnings and the Key Airspan Stockholders; Stockholders Agreement means the Stockholders Agreement entered into in connection with the Closing by New Beginnings, the Sponsor and certain Legacy Airspan stockholders; Trust Account means the trust account that prior to the Closing held a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Units; and Warrants means the Public Warrants, the Private Placement Warrants, the Customer Warrants and the Post-Combination Warrants. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using a shelf registration process. Under this shelf registration process, we and the Selling Securityholders may, from time to time, issue, offer and sell, as applicable, the securities described in this prospectus. We may use the shelf registration statement to issue up to an aggregate of 12,045,000 shares of our Common Stock that may be issued upon exercise of the Public Warrants and Private Placement Warrants. The Selling Securityholders may use the shelf registration statement to offer and sell, from time to time, (i) up to an aggregate of 7,500,000 shares of our Common Stock that were issued to the PIPE Investors in connection with the PIPE, (ii) up to an aggregate of 2,750,000 Founder Shares, (iii) up to an aggregate of 45,496,960 shares of our Common Stock otherwise held by the Selling Securityholders, (iv) up to an aggregate of 100,000 shares of our Common Stock that may be issued upon exercise of the Customer Warrants, (v) up to an aggregate of 545,000 shares of our Common Stock that may be issued upon exercise of the Private Placement Warrants, (vi) up to an aggregate of 2,271,026 shares of our Common Stock that may be issued upon exercise of the Post-Combination $12.50 Warrants, (vii) up to an aggregate of 2,271,026 shares of our Common Stock that may be issued upon exercise of the Post-Combination $15.00 Warrants, (viii) up to an aggregate of 2,271,026 shares of our Common Stock that may be issued upon exercise of the Post-Combination $17.50 Warrants, (ix) up to an aggregate of 9,729,163 shares of our Common Stock that may be issued upon conversion of the Convertible Notes, (x) up to an aggregate of 545,000 Private Placement Warrants, (xi) up to an aggregate of 2,271,026 Post-Combination $12.50 Warrants, (xii) up to an aggregate of 2,271,026 Post-Combination $15.00 Warrants and (xiii) up to an aggregate of 2,271,026 Post-Combination $17.50 Warrants through any means described in the section entitled Plan of Distribution. More specific terms of any securities that the Selling Securityholders offer and sell may be provided in a prospectus supplement or post-effective amendment that describes, among other things, the specific amounts and prices of the Common Stock and/or Warrants being offered and the terms of the offering. A prospectus supplement or post-effective amendment may add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus, any applicable prospectus supplement, post-effective amendment or any related free writing prospectus. See Where You Can Find More Information. Neither we nor the Selling Securityholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. For investors outside the United States: neither we nor the Selling Securityholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under Where You Can Find More Information. This prospectus contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this prospectus may constitute forward-looking statements for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe, contemplate, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, will, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about: our expected financial and business performance; changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans; the implementation, market acceptance and success of our products; demand for our products and the drivers of that demand; our estimated total addressable market and other industry projections, and our projected market share; competition in our industry, the advantages of our products and technology over competing products and technology existing in the market, and competitive factors including with respect to technological capabilities, cost and scalability; our ability to scale in a cost-effective manner and maintain and expand our manufacturing relationships; our ability to enter into production supply agreements with customers, the terms of those agreements, and customers utilization of our products and technology; our expected reliance on tier 1 customers; developments and projections relating to our competitors and industry, including with respect to investment in 5G networks; our expectation that we will incur substantial expenses and continuing losses for the foreseeable future and that we will incur increased expenses as a public company; the impact of health epidemics, including the COVID-19 pandemic, on our business and industry and the actions we may take in response thereto; our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ); our future capital requirements and sources and uses of cash; our ability to obtain funding for our operations; our business, expansion plans and opportunities; anticipated financial performance, including gross margin, and the expectation that our future results of operations will fluctuate on a quarterly basis for the foreseeable future; expected capital expenditures, cost of revenue and other future expenses, and the sources of funds to satisfy our liquidity needs; and the outcome of any known and unknown litigation and regulatory proceedings. These forward-looking statements are based on information available as of the date of this prospectus and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: the ability to maintain the listing of our securities on the NYSE American or any other exchange; the price of our securities may be volatile due to a variety of factors, including changes in the industries in which we operate, variations in performance across competitors, changes in laws and regulations affecting our business and changes in our capital structure; the risk of downturns and the possibility of rapid change in the highly competitive industry in which we operate; the risk that we and our current and future collaborators are unable to successfully develop and commercialize our products or services, or experience significant delays in doing so; the risk that we do not achieve or sustain profitability; the risk that we will need to raise additional capital to execute our business plan, which may not be available on acceptable terms or at all; the risk that we experience difficulties in managing our growth and expanding operations; the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; the risk of product liability or regulatory lawsuits or proceedings relating to our products and services; the risk that we are unable to secure or protect our intellectual property; and other

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+ Prospectus Summary 1 Risk Factors 4 Cautionary Note Regarding Forward-Looking Statements 9 Use of Proceeds 10 Capitalization 10 Dilution 10 Market for Common Equity and Related Stockholder Matters 11 Description of Business and Property 11 Management s Discussion and Analysis of Financial Condition and Results of Operations 16 Our Management 20 Security Ownership of Certain Beneficial Owners and Management 22 Certain Relationships and Related Party Transactions 22 Description of Capital Stock 23 Plan of Distribution 24 Disclosure of Commission Position on Indemnification for Securities Act Liabilities 26 Legal Opinion 26 Experts 26 Interests of Named Experts and Counsel 26 Additional Information 27 Report of Independent Registered Public Accounting Firm F-1 Financial Statements F-2 Part II – Information Not Required in Prospectus II-1 Signatures II-3 Unless otherwise specified, the information in this prospectus is set forth as of January, 2022, and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer. i PROSPECTUS SUMMARY The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. This prospectus contains forward-looking statements and information relating to GLOHAB Inc. See Cautionary Note Regarding Forward Looking Statements on page 9. INTRODUCTION Inadequate housing can be considered a multi-factorial epidemic caused by rapid urbanization, economic restructuring, and natural disasters. In addition, political events such as regime changes and wars have also contributed to the crisis. 1.6 billion People lack adequate housing, and 14 million people go homeless every year from natural disasters. 71 million people were displaced by war last year alone, and 3 billion new houses will be needed by 2030. Therefore, there is an enormous demand for low and middle-cost housing worldwide. The segments of the construction industry that are attempting to address this housing shortfall are faced with depleting resources, heightened environmental concerns, high costs, and deteriorating product quality. GLOHAB brings the solution, it has created a low-skill labor construction system. The system consists of interlocking, self-aligning, dry stack and modular blocks delivered in kit format for easy construction-assembly anywhere in the world. OUR COMPANY GLOHAB, Inc., (the company) is a Delaware "C" Corporation focused upon construction opportunities that will exploit the Company s ability to offer green products in the construction of housing, and other buildings. The company will rapidly and economically use patented, innovative technologies and materials, and powerful methods of supporting contractors and developers that adopt the Company s system. The Company has had operations, although minimal at this point. GLOHAB is a CUSMA (Canada-United States-Mexico Agreement) Company that will operate throughout North America from its bases in the United States and Mexico. Beyond the initial CUSMA markets, the Company will make its molds, planning tools, and operational methodologies available to selected international licensees, which will operate as the Company does in their licensed market areas.. Most such licensees will have an organic green concrete block production capability. Licensees can be as close together as 100 miles, so the potential number of licensees in the EU, Middle East, Africa, Asia, India, Central and South America, and other parts of the world is very large. All such licensees are expected to work as the Company does in its CUSMA marketplace, but with adaptations to local construction rules, regulations, and weather conditions. Planners and architects are encouraged to use GLOHAB s Incablock construction system (IBCS) that combine services and green products to lower costs, promote faster construction times and lower risks. The Company provides technology, know-how, machines, equipment, planning tools, powerful incentives, training and support. The Company works together with the developer to ensure optimization of results. The result is a set of construction commitments to utilize the Company s patented concrete and cellular concrete blocks, foaming agents, and anything required for production, as well as our intellectual property to meet their construction requirement. The Company will use two business models to enter the North American market, Licensing for Manufacturing to Block Manufacturers and on a-per-project contract basis, where molds are shipped to the nearest block producer, which uses conventional block-making equipment to meet the needs of the project, under the supervision of Company s technical support representatives as required. During the early phases of construction and as long as necessary, the developer and contractors have Company resources and expertise on-site to optimize adaptation to the new and simplified construction methodologies using the advanced-technology blocks. Since the system is very simple and easy to learn, Company skills would no longer be needed. The result is a project that is erected more quickly, at lower cost, with lower skill requirements, and with less chance of error and rework when compared to other construction methods. 1 Our Company is an "emerging growth company," as defined in the Jumpstart Our Business Startups Act. Our Company shall continue to be deemed an emerging growth company until the earliest of— (A) The last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,070,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers, published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; (B) The last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title (C) The date on which such issuer has, during the previous 3-year period, issued more than $1,000,000 in non-convertible debt; or (D) The date on which such issuer is deemed to be a , ' ': large accelerated filer , as defined in section 240. 12b-2 of title 17, Code of Federal Regulations, or any successor thereto. As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. As an emerging growth company the company is exempt from Section 404(b) requiring that the registered accounting firm shall, in the same report, attest to and report on the assessment on effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require shareholder approval of executive compensation and golden parachutes. 2 THE OFFERING This prospectus covers up to 20,000,000 shares to be issued and sold by the company at a price of $1.50 per share in a direct public offering. ABOUT THIS OFFERING Securities Being Offered Up to 20,000,000 shares of common stock of GLOHAB, Inc. to be sold by the issuer at a price of $1.50 per share. Initial Offering Price The issuer will sell up to 20,000,000 shares at a price of $1.50 per share. Terms of the Offering The issuer will offer and sell the shares of its common stock at a price of $1.50 per share in a direct offering to the public. Termination of the Offering The offering will conclude when the company has sold all of the 20,000,000 shares of common stock offered by it up to a maximum of 180 days. Risk Factors An investment in our common stock is highly speculative and involves a high degree of risk. See Risk Factors beginning on page 4. 3 RISK FACTORS An investment in our common stock is highly speculative, involves a high degree of risk, and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including our financial statements and the related notes, before you decide to buy our common stock. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected. The trading of our common stock could decline, and you may lose all or part of your investment therein. Risks Relating to the Early Stage of our Company We are at a very early operational stage and our success is subject to the substantial risks inherent in the establishment of a new business venture. The implementation of our business strategy is in a very early stage. Our business and operations should be considered to be in a very early stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business and operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company. We have a very limited operating history and our business plan is unproven and may not be successful. The Company was originally incorporated on August 21, 1997 under the name September Project IV Corp., under the laws of the State of Florida. On March 29, 2000 the Board of Directors adopted an Amendment to its Articles and changed its name to Fashion Handbags, Inc. On February 24, 2003 the Board of Directors adopted an Amendment to its Articles and changed its name to Southwestern Medical Solutions, Inc. On April 1, 2020, the Board of Directors adopted an Amendment to its Articles and changed its name to Global Habitat Resources, Inc. On April 1, 2020 under a 251 Reorganization plan under the laws of the State of Delaware we incorporated as GLOHAB, Inc. Our principal executive offices are located at 3111 Camino del Rio North, Suite 400, San Diego, CA 92108, and our telephone number is (619)884-5953. Our website address is www.glohab.com. Information contained on or that can be accessed through our website does not constitute part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. We have not proven that our business model will allow us to generate a profit. We have produced an operational product and require additional financing for the marketing and production of product and t development of future products. We have suffered operating losses of $2,310,041 since inception and we may not be able to achieve profitability. It is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.The lack of revenues, net losses, and the lack of financing may not support the growth of the company. We may have difficulty raising additional capital, which could deprive us of necessary resources. We expect to continue to devote significant capital resources to Company research and development. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for development of real estate projects. Because our common stock is not listed on a major stock market, many investors may not be willing or allowed to purchase it or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock. We expect to raise additional capital during 2021 but we do not have any firm commitments. If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities and other operations. 4 There are substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value. The company s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares in this offering and, if necessary, through one or more private placement or public offerings. However, the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital. Because we are currently considered a development stage company within the meaning of Regulation C 406 pursuant to the Securities Exchange Act of 1933, the ability of holders of our common stock to sell their shares may be limited by applicable regulations As a result of our classification as a "development stage company", our investors are allowed to rely on the "safe harbor" provisions of Rule 144 promulgated pursuant to the Securities Act of 1933 so as not to be considered underwriters in connection with the sale of securities until one year from the date that we cease to be a "shell company." Additionally, as a result of our classification a shell company: Investors should consider shares of our common stock to be significantly risky and illiquid investments. We may not register our securities on Form S-8 (an abbreviated form of registration statement). Our ability to attract additional funding to sustain our operations may be limited significantly. We can provide no assurance or guarantee that we will cease to be a "shell company" and, accordingly, we can provide no assurance or guarantee that there will be a liquid market for our shares. Risks Relating to Our Business The longevity of our business depends in part on our ability to enhance and sell the functionality of our current construction solutions and technology platform to remain competitive and meet customer needs. The market for housing development is relatively seasonal worldwide and is characterized by moving very slowly in changes of product utilization, frequent new entrants, uncertain product life cycles, fluctuating customer demands, and evolving industry and government energy-related standards and regulations. We may not be able to successfully develop and market new, reliable, solutions that comply with present or emerging demands, regulations and standards on a cost-effective basis. We may not be able to successfully deploy our solutions in a timely manner. Our growth will largely depend on our ability to successfully deploy our construction technology solutions across a large portfolio of customer facilities and an expanded geography that may require international deployment. Our ability to successfully deploy our construction technology depends on many factors, including, among others, our ability to: properly staff, incentivize and mobilize personnel and subcontractors, including our installation and technology specialists; obtain upfront payment from our customers and additional financing to cover our inventory and other internal costs; expand and improve our technology. Our proprietary rights could potentially conflict with the rights of others and we may be prevented from selling some of our products. Third parties may assert intellectual property claims against us, particularly as we expand our business and the number of products we offer. Our defense of any claim, regardless of its merit, could be expensive and time consuming and could divert management resources. Successful infringement claims against us could result in significant monetary liability or prevent us from selling some of our products. In addition, resolution of claims may require us to redesign our products, license rights from third parties or cease using those rights altogether. 5 Management have relevant experience in managing the manufacturing of products, our business has a higher risk of failure. One of our officers and directors, Dr. Daniel D. Correa, has business experience related to the manufacturing marketing and development of our business; he is also the inventor of our construction system. In additioin, our VP and treasurer, Tabitha U Correa, MBA, has had previous market research and marketing with large companies.. This enhances our ability to comply with legal and regulatory requirements such as those imposed by the Sarbanes-Oxley Act of 2002. Our management has therefore been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our management should be able to implement programs and policies in an effective and timely manner that adequately responds to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy, in which event you could lose your entire investment. Given the relatively small marketing budget and limited experience of our officers, there can be no assurance that such efforts will be successful. Further, if our initial efforts to create a market for our website are not successful, there can be no assurance that we will be able to attract and retain qualified individuals with marketing and sales expertise to attract subscribers to our website. Our future success will depend, among other factors, upon whether our services can be sold at a profitable price and the extent to which consumers acquire, adopt, and continue to use them. There can be no assurance that our application will gain wide acceptance in its targeted markets or that we will be able to effectively market our services. There can be no assurance that they will be successful in obtaining adequate assistance or cooperation from third parties at a cost consistent with the resources of the Company. We will consider retaining additional full-time management and administrative support personnel, as our business and operations increase. We do not foresee engaging additional full-time management or administrative support personnel during the next 12 months. Reports may not be timely filed. There was a failure to file timely periodic reports for reporting companies previously associated with management, such as Inca Global Inc., and Eco Global Corp. Management may not timely file the periodic reports for this Company which may leave investors lacking current information and affect any future trading status. Risks Relating to our Stock The Offering price of $1.50 per share is arbitrary. The Offering price of $1.50 per share has been arbitrarily determined by our management and does not bear any relationship to the assets, net worth or projected earnings of the Company, or any other generally accepted criteria of value. We have no firm commitments to purchase any shares. We have no firm commitment for the purchase of any shares. Therefore there is no assurance that a trading market will develop or be sustained. The Company has not engaged a placement agent or broker for the sale of the shares. The Company may be unable to identify investors to purchase the shares and may have inadequate capital to support its ongoing business obligations. Our shares are not currently traded on any market or exchange. We will apply to have our common stock traded over the counter; there is no guarantee that our shares will ever be quoted on the OTC or listed on an exchange, which could severely impact their liquidity. Currently our shares are not traded on any market or exchange. We will apply to have our common stock quoted via the OTC. Therefore, our common stock is expected to have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for the common stock. It is possible that the company s shares may never be quoted on the OTC or listed on an exchange. 6 A low market price would severely limit the potential market for our common stock. Our common stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a "penny stock"). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock. FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock. In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker -dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares. An investor s ability to trade our common stock may be limited by trading volume. A consistently active trading market for our common stock may not occur on the OTC. A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as they may otherwise desire. The company s shares may never be quoted on the OTC or listed on an exchange. 7 Our company has a concentration of stock ownership and control, which may have the effect of delaying, preventing, or deterring a change of control. Our common stock ownership is highly concentrated. Through ownership of shares of our common stock, one shareholder, our officer beneficially owns 60% of our total outstanding shares of common stock before this offering. As a result of the concentrated ownership of the stock, these stockholders, acting in concert, will be able to control all matters requiring stockholder approval, including the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it may affect the market price of our common stock. We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters. Recent federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements; others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ, are those that address the board of Directors independence, audit committee oversight, and the adoption of a code of ethics. While our Board of Directors has adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these corporate governance measures, and since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees, may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions. Because we will not pay dividends in the foreseeable future, stockholders will only benefit from owning common stock if it appreciates. We have never paid dividends on our common stock and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our common stock. 8 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things: Factors that might cause these differences include the following: the ability of the company to offer and sell the shares of common stock offered hereby; the integration of multiple technologies and programs; the ability to successfully complete development and commercialization of sites and our company s expectations regarding market growth; changes in existing and potential relationships with collaborative partners; the ability to retain certain members of management; our expectations regarding general and administrative expenses; our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses; and other factors detailed from time to time in filings with the SEC. In addition, in this prospectus, we use words such as "anticipate," "believe," "plan," "expect," "future," "intend," and similar expressions to identify forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. 9 USE OF PROCEEDS Gross Proceeds 7,500,000 100.00 % 15,000,000 100.00 % 22,500,000 100.00 % 30,000,000 100.00 % Use of Proceeds Buiding Houses 3,000,000 60.00 % 6,000,000 60.00 % 9,000,000 60.00 % 12,000,000 60.00 % Infrastructure at the Developments 1,500,000 20.00 % 3,000,000 20.00 % 4,500,000 20.00 % 6,000,000 20.00 % Operations 1,125,000 15.00 % 2,250,000 15.00 % 3,375,000 15.00 % 4,500,000 15.00 % Working Capital 750,000 10.00 % 1,500,000 10.00 % 2,250,000 10.00 % 3,000,000 10.00 % Inventory 750,000 10.00 % 1,500,000 10.00 % 2,250,000 10.00 % 3,000,000 10.00 % Reserve 375,000 5.00 % 750,000 5.00 % 1,125,000 5.00 % 1,500,000 5.00 % The proceeds and use of proceeds are based on inputs from a variety of sources provided to management. These remain estimates and actual results are expected to be different. To secure additional and or required financing, the company owns the equipment to produce and sell Kit Houses, manufactured by third parties, and our profit margins are substantial; our clients are homeowners, and our purchase orders from them are Bona Fide secure by real estate, then these orders used to obtain Purchase Order Financing. Traditional debt financing may also be utilized if necessary. MILESTONES From the close of the offering: 3-6 months: purchase land for first development 6-12 months: complete infrastructure buildout on 1st development, seek out land for 2nd development 1-2 years: complete housing on first development, complete infrastructure on 2nd development 2-3 years: sell 1st development; Complete housing on 2nd development. CAPITALIZATION The following table sets forth our capitalization as of September30, 2021: CURRENT ASSETS: Cash $1752 Inventory $17,458 Prepaid Rent $210 Total Current Assets $19,420 FIXED ASSETS Molds $85,000 Equipment $0 (Accumulated Depreciation) $(63,750) Total Fixed Assets $21,250 OTHER ASSETS Deposits-Land $356,015 Total Other Assets $356,015 Total Assets $396,685 LIABILITIES AND STOCKHOLDERS EQUITY CURRENT LIABILITIES: Accounts Payable $40,263 Accrued Expenses $5,000 Payables-Related Parties $672,573 Total current liabilities $717,836 Long Term Liabilities Notes Payable $27240 Total Long Term Liabilities $27240 Total Liabilities $745,076 EQUITY: Common Stock-500,000,000 common stock par value .001 authorized. Issued and outstanding as of September 30, 2021 is 404,770,986. Issued and outstanding as of December 31, 2020 is 404,542,700. $404,771 Additional paid in capital $1,556,879 Retained earnings or (Deficit accumulated during development stage) $(2,310,041) TOTAL STOCKHOLDER'S EQUITY $(348,391) TOTAL LIABILITIES AND STOCKHOLDERS EQUITY 396,685 DILUTION "Dilution" represents the difference between the offering price of the shares of common stock and the net book value per share of common stock immediately after completion of the offering. "Net book value" is the amount that results from subtracting total liabilities from total assets. In this offering, the level of dilution is increased as a result of the relatively low book value of our issued and outstanding stock. Assuming all shares offered herein are sold, giving effect to the receipt of the maximum estimated proceeds of this offering net of the offering expenses, our net book value will be $(348,391) or $(0.00086) per share. Therefore, the purchasers of the common stock in this offering will incur an immediate and substantial dilution of approximately $$1.49per share while our present stockholders will receive an increase of $0.00086 per share in the net tangible book value of the shares they hold. This will result in a 99.936% dilution for purchasers of stock in this offering. The following table illustrates the dilution to the purchasers of the common stock in this offering: Maximum 25% 50% 75% Offering Offering Price Per Share 1.50 1.50 1.50 $ 1.50 Book Value Per Share Before the Offering -0.0001 -0.0001 -0.0001 $ -0.0001 Book Value Per Share After the Offering -0.000215 -0.00043 0.000645 $ 0.00086 Net Increase to Original Shareholder -0.000315 -0.00053 0.000745 $ -0.00096 Decrease in Investment to New Shareholders 1.499685 1.49947 1.499255 $ 1.49904 Dilution to New Shareholders (%) 99.979 % 99.9646666 % 99.950333 % 99.94 % 10 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock is not currently traded on any exchange nor has it been traded for in excess of 2 years. We cannot assure that any market for the shares will develop or be sustained. The Company intends to apply to trade on the OTC: Pink Sheets. We have not paid any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of our business. We cannot assure you that we will ever pay cash dividends. Whether we pay cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements and any other factors that the Board of Directors decides are relevant. See Management s Discussion and Analysis of Financial Condition and Results of Operations. As of January 31, 2022,the Company has one hundred eighty-five 185) shareholders who holds 100% of its issued and unissued outstanding common stock. DESCRIPTION OF BUSINESS AND PROPERTY Our Company The Company was formed on May 1, 2020 in the State of Delaware as a "C" corporation. Business Strategy GLOHAB, Inc. (GLOHAB) is a U.S. Public company focused upon construction opportunities that will exploit the Company s ability to offer green products to construct housing and other structures rapidly and economically. The Company will use patented, innovative technologies and materials, and powerful methods of supporting contractors and developers that adopt the Company s products and technologies. The advantages offered by the Company are so significant that many projects that are not economically feasible today will become feasible when the Company s products and technologies become available to the developers. Many needs that could not be met in the past will be met in the future using the Company s contribution to the construction industry. Rapid growth is therefore anticipated. GLOHAB is a CUSMA (Canada-United States-Mexico Agreement) Company that will operate throughout North America from its bases in the United States and Mexico. Beyond the initial CUSMA markets, the Company will make its molds, planning tools, and operational methodologies available to selected international licensees, which will operate as the Company does in their licensed market areas. Most such licensees will have an organic green concrete block production capability. Licensees can be as close together as 100 miles, so the potential number of licensees in the EU, Middle East, Africa, Asia, India, Central and South America, and other parts of the world is very large. All such licensees are expected to work as the Company does in its CUSMA marketplace, adapted to local construction rules and regulations, and weather conditions. Planners and architects are encouraged to use GLOHAB s Incablock construction system (IBCS) that combines services and green products, lowers costs, reduces construction time and lowers risks. The Company provides Technology and know-how. It also provides machines, equipment, planning tools, and powerful incentives, as well as, training and support. It also works together with the developer to ensure optimized results. The result is a set of construction commitments to utilize the Company s patented concrete and cellular concrete blocks, foaming agents, and anything required for production, as well as our intellectual property to meet their construction requirement. The Company will use two business models to enter the North American market. Licensing for manufacturing to block manufacturers and on a-per-project contract basis, where molds are shipped to the nearest block producer, which uses conventional block-making equipment to meet the needs of the project, under the supervision of Company s technical support representatives as required. 11 During the early phases of construction, and as long as necessary, the developers and contractors will have Company resources and expertise on-site to optimize adaptation to the new and simplified construction methodologies using the advanced-technology blocks. Since the system is very simple and easy to learn, Company skills would no longer be needed. The result is a project that is erected more quickly, at lower cost, with lower skill requirements, and with less chance of error and rework when compared to other construction methods. GLOHAB construction technologies are suited for all classes of construction up to four stories, or more when used in combination with reinforced concrete and or steel structures. Construction can start from a small room, to a small house for low-income residents, at a cost not practical with conventional methods. The system is also applicable to large and more costly homes, which can be built at a speed that is not possible otherwise. Patented blocks are modular to meet any design shape. Many designs are already established, and can be provided as "kits", ready for on-site assembly.We own several sets of molds; we use a third party manufacturer and drop shipment to the client. The Company will negotiate with exisiting facilities for the manufacture of these kits.We do not have a current agreement with a factory; we are ready to start the first quarter of 2022. The subsidiary is inactive and will be spun out of the issuer. A manufacturer has been identified but no agreement is yet in place. The Company itself will be a supplier and a technical advisor, advising on site construction crews as to proper procedure and installation. The Company s planning tools, molds, support systems, and construction teams combine to provide designers and contractors with the ability to bid jobs at prices and with completion times that are simply impossible to compete with using conventional construction methods. GLOHAB s Management Team, technology base, intellectual property management plan, market analysis, competitive research, and financial plan, all support reasonable expectations of rapid growth and profitability. INDUSTRY BACKGROUND The world is experiencing a global housing crisis, and as usual, "crisis" equates to "opportunity." According to the United Nations, about 1.6 billion people live in substandard housing, and 100 million are homeless. There is an enormous demand for low and middle-cost housing worldwide. The segment of the construction industry that is attempting to address this housing shortfall is faced with depleting resources, heightened environmental concerns, high costs and deteriorating product quality. With demand for housing exceeding one billion units worldwide, the conventional and traditional construction industries are unable to adequately meet demand. Almost one person in six, worldwide, needs housing. Inadequate housing can be considered a multi-factorial epidemic-rapid urbanization, economic restructuring, natural disasters, and political events such as regime changes and wars all have contributed to the crisis. In China, where the economy is modernizing rapidly, "increasing urbanization in the next few decades will create a need for more than 200 million new housing units, almost twice the total number of existing housing units in the United States," says John Spengler, a professor of environmental health at the Harvard School of Public Health. The Inter-American Development Bank reports that 10 to 15 million households in Latin America live in substandard housing. The deficit in adequate housing continues to grow. While the annual increase in demand is 2.5 million dwellings, only 1.5 million dwellings are added to the housing stock each year. The World Bank has a major influence on housing policy in Latin America through its loan conditionality agreements. In the last decade, this influence has resulted in governments shifting their role from provider of low-income housing to facilitator of housing market reform. The World Bank has also focused on housing and related issues in several specific contexts, the first is to support financing for market-based housing. Internationally one of the Company s markets is in under-developed countries with emerging government housing programs and stable economies to support rapid low-cost housing development and construction. Initial Company efforts will be directed to the Mexican market due to favorable market dynamics and close proximity to the Company s corporate office. With a growing Mexican economy and a stable mortgage market, the Company expects the Mexican housing market to remain lucrative through 2021 and beyond. 12 GLOHAB will be catering to "ConstruYO" a new financing program from the Institute of the National Housing Fund for Workers (Infonavit) for the do-it-yourself construction market, for those who prefer to build their own home or improve the one they already have, thus this program will open a market for thousands of new clients. The Company will cater to the program through its pricing and work with their financing models, we are in the process of being registered as supplier and technical assessor, with the Institute of the National Housing Fund for Workers (INFONAVIT), through our subsidiary in Mexico. Most homes in the Western United States and Canada are built from wood frames that are susceptible to damage from water, termites and fire. This has been the standard for decades. However wild fires are a perennial problem in the west coast and every year thousands of acres and structures and homes are destroyed, now we have the option to use noncombustible materials (masonry) to build fire resistant houses. The US receives more than 1,200 tornadoes annually - four times the amount seen in Europe, and violent tornadoes - those rated EF4 or EF5 on the Enhanced Fujita Scale (with winds in excess of 166 MPH) - occur more often in the US than in any other country. Most tornadoes in the US occur east of the Rocky Mountains with predominance in Oklahoma, Kansas and northern Texas. When an EF3-EF5 tornado hits, wood framed homes are completely leveled and the only things left standing are block built safe rooms which begs the question why not build masonry homes like they build in Florida? GLOHAB was established to provide products and technologies to rebuild homes destroyed or damaged by fire, earthquakes, storms and war and to address the issues of low-income housing and urban slums. Using innovative, inexpensive and sustainable construction technologies the Company will assist developers and governments to redevelop communities and provides local people with the tools necessary to rebuild them. PATENT A Patent on the interlocking, self-aligning, mortar-less concrete block system, was issued by the United States Patent and Trademark Office in December 11, 2007 with patent No. 7,305,803 with an expiration date of May 16, 2025. The inventors are Dr. Daniel D. Correa and Mr. Lorenzo Correa and the Patent will be transferred to GLOHAB, Inc., and a new improved patent application was filed and is pending and not yet issued at this time. The company has signed an option agreement to purchase the patents and such agreements are attached as exhibits hereto.We know of no other product or technology equal or comparable to the Incablock System worldwide. The Patent is protected in the USA and abroad through the International trade agreements such as CUSMA (Canada-US-Mexico), Australia, Bahrain, Chile, Colombia, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Israel, Jordan, Korea, Morocco, Nicaragua, Oman, Panama, Peru and Singapore. Glohab, Inc., will own the patent rights. Glohab, Inc., will acquire the patent rights with company stocks, the price to be determined after valuation of the intellectual property. Glohab, Inc., will have the exclusive rights to all future patents.The new patent is file # 17/410,960, filled on 8/24/2021. TECHNOLOGY AND KNOW-HOW The Company owns Intellectual proprietary technologies and know-how, known as the Incablock Construction System (IBCS) to establish a business that specializes in pre-cast masonry units to build houses, as well as commercial and industrial structures. The Company offers technology transfer and know-how to qualified licensees worldwide, arranging for manufacturing equipment purchase, manufacturing facility set up, technical personnel training and construction training involving the Incablock systems. Licensees also can subscribe to a management assistance program through specialized consultants with vast development experience in the housing construction industry; the company will consider Joint Ventures when appropriate. PRODUCTS The Incablock product line is part of a construction system that includes several important features that set them apart from other products that may be considered competitive, and is one of the most innovative product lines in construction today. The product line offers versatile modular blocks for a total modular construction project that includes: Interlocking capabilities on all contact faces. Every block forms a dilatation joint in each contact face of the block (top, bottom, left side and right side), increasing flexibility to resist earthquakes and high winds. Mortar-less, it does not require mortar as its design includes an interlocking tongue and groove system that permits easy assembly by less-skilled personnel; blocks can be grouted inside their cells when dictated by the structural plans. Self-alignment capabilities; all blocks of the system are congruent to each other and can only be fit together one way. Single and double layer screeds, Roofs and terraces, Geotechnical infill, Protection embankments Building blocks 3C anti-seismic bearing blocks Site-cast insulation walls Prefabricated residential and industrial panels 13 Cost effective; a minimum of 10 times faster than regular construction, 3 minutes compared to 39 minutes per conventional square meter, even if grout is needed. Hollow cells in their block interior allows the passage of re-bars, insulation materials, cables, pipes for utilities and grout when needed. Unskilled labor rated, after the first course is grouted to the flooring structure, the blocks are just assembled together, or stacked. Termite free. Reduces insect infestation as concrete masonry does not provide a ready food source for insects. Mold resistant. The potential for mold growth is reduced because concrete masonry does not provide a ready food source for mold. Fire resistant. Since concrete blocks do not support combustion and their mass transfers heat slowly, fire resistance is very high. Sound control, especially important in multi-unit housing, commercial and industrial applications, and populated areas with highways. Attractive finishes. Perfectly aligned blocks with no mortar provide a better surface for applying decorative finishes by brush, trowel or spray, and in some areas may be left exposed. Pre-manufactured kits for houses and buildings with all the necessary modular pieces including blocks with self-contained electrical and plumbing outlets, window molding and sills, cornices, dentils, etc. Provides high thermal mass and specific heat, and therefore thermal storage, compared to frame wall construction. Lightweight concrete modular units for speed and use in weight restricted buildings. 3D printed complex modular specialty blocks for housing electrical panels, plumbing units and other required parts in a construction. Environmentally friendly, it is a natural building material with unparalleled environmental quality. INCABLOCK CONSTRUCTION SYSTEM A modern, state-of-the-art innovation which features in the design and fabrication of the blocks, including customized software to facilitate computer-aided design of different building structures employing the Incablock system. The system is: Manufactured with limited additional cost to the block manufacturer Concrete blocks produced on conventional block making machines with the addition of a core puller (automated hydraulic equipment) to create the interlocking feature in the blocks. Cellular concrete block will provide technology and know-how, machines, equipment, foaming agents required for cellular concrete production. Including Roof System components and manufacturing technology know-how. A total system of interlocking modular blocks and roofing structures with just molds. 14 Easy access to low-cost housing projects representing hundreds of thousands of houses through developers with contracts in hand or relationships in place. Vertical integration in partnering with product manufacturers and developers breaking significant barriers to entry for competition. Pre-fabricated complete "kits" for houses and buildings with all necessary modules, including blocks with self-contained electrical and plumbing outlets, window molding and sills, cornices, dentils, roofing structures, solar electric and water heaters, etc. Turnkey manufacturing plants for complete "kit" houses and buildings, including technology transfer, know-how and training for both manufacturing and building assembly of houses and or buildings. BEYOND BLOCKS The Company offers potential licensees and equipment manufacturer s direct contact and support that go beyond blocks, including molds and equipment to make the Incablock wall system and roofing product line. Plant layout and training is available either directly from the Company or from our strategic alliances with equipment manufacturers. We count with our own green product line produced by our suppliers that consist in the following: Solar water heaters, Solar panels, Gray water recycling equipment, Atmospheric water producing equipment, Bio digester for sewer and other self-sustaining method that can be implemented in housing projects, according to their requirements and needs. PRODUCT MATERIALS The raw materials used in the block production are divided into two categories; cement and aggregates. These are naturally occurring and environmentally-friendly materials and are easily found in any market area. Among products used by Incablock in some areas will be the natural Pozzolan, a volcanic silica material used by the ancient Roman as their cement; this material reduces the use of Portland cement, Ultra lightweight mineral foam for insulation and blocks making it a "greener" product and of a lighter weight, without other penalties. In many countries, the use of these green materials qualifies the house for green mortgage funding. In addition to the reduction of the Portland cement, the natural Pozzolan or Fly Ash reduces the weight of the block and increases the R value (Insulation capabilities). QUALITY CONTROL As part of its licensing agreement, the Company will deliver a quality control manual to manufacturing Licensees, to include a standard that during the process of block making; the production foreman will have to approve the mixing batch before the production begins and during the actual production run, every block has to be checked for cracks or deformities, blocks are rejected if any defect is observed and all rejected blocks are then sent back to the mixer for remix while fresh. These standards and processes are no different than those for conventional blocks. TECHNICAL PERSONNEL AND CONSULTING SERVICES The Company offers expert personnel to train and set up manufacturing plants, construction technicians to train in the use of the Incablock system and administrative management personnel to support the construction management aspect of projects anywhere in the world. EMPLOYEES As of September 30, 2021, we had three (full time employees, including management. We consider our relations with our employees to be good. Due to circumstances including Covid-19 restrictions, staff is currently working from home and is being compensated as independent contractors. Description of Property We currently lease office space at 3111 Camino del Rio North, Suite 400, San Diego, CA 92108, USA as our principal offices. We believe these facilities are in good condition, but that we may need to expand our leased space as our research and development efforts increase. 15 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations should be read in conjunction with (i) our audited financial statement as of December 31, 2020, that appears elsewhere in this registration statement. This registration statement contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments. For information regarding risk factors that could have a material adverse effect on our business, refer to the Risk Factors section of this prospectus beginning on page 4. MILESTONES From the close of the offering: 3-6 months: purchase land for first development 6-12 months: complete infrastructure buildout on 1st development, seek out land for 2nd development 1-2 years: complete housing on first development, complete infrastructure on 2nd development 2-3 years: sell 1st development; complete housing on 2nd development. Going Concern The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the sale of products and services through our websites. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary. Our auditors have expressed a going concern opinion which raises substantial doubts about the Issuers ability to continue as a going concern. Plan of Operation PLAN OF OPERATIONS FOR THE INCABLOCK BUSINESS Through its trademark "Incablock" and its subsidiaries, GLOHAB will use its proprietary patented modular interlocking dry stack concrete block construction system, the "Incablock Construction System" (ICS) and its trade secrets and "know-how" to differentiate the "ICS" from traditional block construction and or premanufactured houses in several significant ways: GLOHAB operates two distinct business models in terms of market penetration for the USA market. The first business model offers a "Licensing Program" where a block manufacturer purchases a license for manufacturing the IBCS alone, this will provide an initial License fee, with ongoing royalty fees and the purchasing of the molds or a mold fee, if purchased directly. The Licensee also has the option to purchase the Company s "KIT Building" capability, allowing the block manufacturer to produce and or sell a complete kit format house, commercial, or industrial building. In such cases GLOHAB will supply the roofing, plumbing, wall and many other components of the KIT from a menu of products. The second business model sells the product for large orders; the required production is sub-contracted to a local non-licensee manufacturer, using the Company s own molds. 16 MARKET OPPORTUNITY IN THE US GLOHAB s market target is 15% of the Block Manufacturing Industry, 210 licenses within the first two years and expansion at the rate of 10% per year from the third year on. GLOHAB s marketing plan is divided into two models and three market areas. The two market models as explained above are the Licensing Program and the Per-Project Contract. Target markets are: Block manufacturers, Developers and Contractors. For marketing purposes at the onset GLOHAB will promote the Licenses to block manufacturers, who already have existing clients in the retail hardware industry, such as Home Depot, Lowes, Dixieline among others. This should focus GLOHAB efforts on plants that already have this type of client base, this segment of the market has the immediate potential to manufacture and distribute the Incablock product line. GLOHAB will promote the Per Project Contract across the USA, by advertising throughout the construction industry, special trade organizations, and online; we will use a Master rep to get representation in all the different areas of the country. MARKETING STRATEGY The Company s marketing strategy will center on the following 8 activities: Corporate Image: GLOHAB will hire a specialized firm to disseminate existing images and create a corporate image. Direct promotion: The Company will do all direct promotion of the products as general practice. GLOHAB will outsource reps to visit Block Manufacturers throughout the USA. Outsourced advertisement campaigns of printed media: printed brochures launched at the beginning of operations with a budget of $7,000 US per month and increasing by 1% until $12,700 per month at month 60. The impact is to create awareness and position the brand. It will create the need for the manufacturers and retailers to seek GLOHAB. Outsourced advertisement campaigns through media: Printed media, internet (blogs specialized in the construction industry, forums, banners, website); directed emails, with a monthly budget of US $5,000, increasing by 1% per month till it reaches US $8.5K per month at month 60. Events: National and local industry events; we ll participate in the World of Concrete and The Home Builders Association Shows. These two events are directed to market leaders and to open new markets, during the first year with a budget of US $30K; six events in the second year with a budget of $30K, and thereafter with a budget of US $30K per year for domestic events. These events will bring manufacturers retailers, developers and contractors from all territories to the GLOHAB s product line. "Grass-root" promotions: GLOHAB experts will attend industry meetings and congresses to speak on behalf of GLOHAB s market achievements. Our experts will team with marketing staff to host social and promotional events during these meetings, including events sponsored by the National Concrete Masonry Association (NCMA) that promote masonry to cities, counties, and municipalities across United States and Canada by explaining the advantages of building with masonry products. Leverage of Green Initiatives: There are permanent campaigns for green initiatives in the use of green products. Incablock qualifies for the Green denomination and can benefit from grants, advertisements and recommendations. Internationally U.S. Department of Commerce: we will use the resources of USDOC, who allows the use of personnel from the US Commercial Service abroad. They are equipped to represent the company for introductions and pre-qualification of potential buyers in targeted countries, pre-qualified prospects and then passed to an executive of GLOHAB for final negotiations and closing. COMPETITION The competition in the US and Canada is conventional stick-built homes, mobile homes, and manufactured homes. The main competition that is found in Mexico is the standard cinder block construction that requires to be grouted in place and built by specialized labor. Additional factors affecting the decision of choosing building materials would be the area, the availability of the building material, the available craftsmen, local labor cost, import taxes, and local financing acceptance. 17 GOVERNTMENT REGULATIONS Portions of our business are regulated by federal, state and local environmental regulations, including those promulgated under the Environmental Protection Agency. These federal, state and local environmental laws and regulations govern the discharge of hazardous materials into the air and water, as well as the handling, storage, and disposal of hazardous materials and the remediation of contaminated sites. We are not aware of any federal, state or local environmental laws or regulations that will materially affect our earnings or competitive position, or result in material capital expenditures; however, we cannot predict the effect on our operations of possible future environmental legislation or regulations. Further, every county or city that we will operate in will have a building code that must be followed which includes special requirements for earthquakes, hurricanes or tornados. EMPLOYEES We currently have 3 employees who are full-time. None of our employees are represented by a labor union and we consider our relationships with our employees to be in good standing. Due to circumstances including Covid-19 restrictions, staff is currently working from home and is being compensated as independent contractors. Liquidity and Capital Resources We have entered into an agreement to purchase land for construction at a cost of $480,000. This is our only material commitment. We will however require additional capital to meet our liquidity needs. Currently, the Company has determined that its monthly cash flow needs have been approximately $25,000 per month for the first 9 months of 2021. Expenses are expected to increase marginally from $25,000 per month in the last quarter of 2021. These estimates for the last quarter of 2021 are based on current compensation and lease obligations. These estimates for the last quarter are based on current compensation and lease obligations. These are estimates and actual results are expected to be different. We anticipate that we will receive sufficient proceeds from investors through this offering, to continue operations for at least the next twelve months; however, there is no assurance that such proceeds will be received and there are no agreements or understandings currently in effect from any potential investors. In the event that the company does not receive sufficient proceeds from investors, the company is considering other financing alternative. The Company will investigate short term construction funding for any developmental projects. The Company may also review the possibility for more traditional capital loans and leases as the company proceeds. It is anticipated that the company will receive increasing revenues from operations in the coming year, however, since the Company has earned only nominal revenues to date, it is difficult to anticipate what those revenues might be, if any, and therefore, management has assumed for planning purposes only that it may need to sell common stock, take loans or advances from officers, directors or shareholders or enter into debt financing agreements in order to meet our cash needs over the coming twelve months. The Issuer has no agreements or understandings for any of the above-listed financing options. The Use of Proceeds section includes a detailed description of the use of proceeds over the differing offering scenarios of 100%, 75%, 50% and 25%. The Company s resources will be directed first at administrative needs as funds are provided. The firm recognizes that it needs to maintain financial integrity and ensure security of the firm s records. Another priority will be to market and promote the Company s process and develop a network of customers. The firm also will utilize funds to develop the land it his acquiring. As the Company s expenses are relatively stable, unless additional sites are rolled out, the Company believes it can continue its present operations with projected revenues together with offering proceeds under any of the offering scenarios. The Company will consider raising additional funds through sales of equity, debt and convertible securities, if it is deemed necessary. The Company has no intention in investing in short-term or long-term discretionary financial programs of any kind. Results of Operations We have not generated significant revenues since inception on August 22, 1997. Our independent registered public accounting firm has expressed a going concern opinion, which raises substantial doubts about our ability to continue as a going concern. Due to the limited nature of the Company s operations to date, the Company does not believe that past performance is any indication of future performance. The impact on the Company s revenue of recognized trends and uncertainties in our market will not be established until the Company has had sufficient operations to provide a trend line of profits and losses. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. 18 Critical Accounting Policies Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management. Equipment, Furniture and Leasehold Improvements. Equipment, furniture and leasehold improvements are recorded at cost and depreciated on a straight-line basis over the lesser of their estimated useful lives, ranging from three to seven years, or the life of the lease, as appropriate. Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the discounted expected future net cash flows from the assets. Revenue Recognition. The Company recognizes revenue when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the fees earned can be readily determined; and (iv) collectability of the fees is reasonably assured. Loss Per Common Share. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. As of December 31, 2020 and September 30,2021, there were no share equivalents outstanding. 19 OUR MANAGEMENT Executive Officers Name Age Position Daniel D. Correa 69 Pres, Sec, Dir, CEO, CFO Tabitha U. Correa 44 Sec, Dir, VP Marketing and Treasurer Carmen Burns 58 Office Manager Directors, Executive Officers, Promoters and Control Persons Daniel D. Correa, President/CEO/ CFO/Director Dr. Daniel D. Correa is the CEO of Glohab Inc., a Delaware corporation. Dr. Correa acted as the CEO for Global Habitat Resources, Inc., formerly Southwestern Medical Solutions, Inc. a Florida corporation, on 2008 he served as the CEO for Eco Global Corporation. Dr. Correa is the inventor of the Incablock construction system, patented in the USA. . He has vast experience in international business; he assisted the government of Peru in negotiating the free trade agreement between Peru and the United States. He has a lot of experience in negotiating housing projects and other technologies such as atmospheric water generation, solar energy technologies with private companies in countries such as the U.S., Mexico, Peru, Iraq, Saudi Arabia, Ghana and Bolivia among others. Dr. Correa has worked in financing for the production of thermoelectric energy in Mexico, the financing and construction of a racetrack in the U.S. as well as numerous large-scale housing development projects in Mexico. For a decade Dr. Correa led the construction program of the project for the movement of heavy objects using wind propelled kites for a group with the participation of Caltech University, the History Channel and National Geographic, which was documented and aired by the History Channel. There was a failure to file timely periodic reports for reporting companies previously associated with Mr. Correauch as Inca Global Inc., and Eco Global Corp. Management may not timely file the periodic reports for this Company. which may leave investors lacking current information and affect any future trading status. Tabitha U. Correa/ Treasurer/ Director Tabitha U. Correa is the Treasurer and V.P. of Marketing for Glohab, Inc., in 2019 Miss Correa served as the Marketing V.P for Global Habitat Resources, Inc., formerly Southwestern Medical Solutions, Inc. a Florida corporation. Her duties included bringing the company products to the attention of investors and partners and introducing the company products at the World of Concrete show. She is a professional Consumer and Market Researcher with over a decade of experience providing meaningful insights to improve the consumer experience, strengthening brand loyalty, and growing revenues. She has extensive knowledge of diverse functions within consumer and market research, as well as analytical recommendations to grow consumer and market share. She has worked in marketing and consumer research roles for the following organizations: Clear Channel Outdoors, KPBS TV, Univision/Telemundo, The San Diego Union-Tribune, Cox Media, and Sharp Healthcare. She has a Master of Business Administration, Marketing & Organizational Leadership (Ashford University), a Bachelor of Arts in Business Administration, Marketing (Seattle University), and a Certificate in Marketing and Media Specialist (San Diego State University). 20 Cami Burns Cami Burns has 20 years of experience in the mortgage and real estate industry. She has extensive experience in mortgage servicing, risk assessment, research, customer relations, and underwriting and mortgage fraud. Recently she has been performing as a social media, content marketing and communication strategist for several companies including Glohab Inc. and has helped create and amplify the Incablock Construction System brand. Prior to joining Glohab, she held numerous roles in the financial industry. She served as a Senior Loss Mitigation Specialist with Residential Funding Corporation. She also held Team Lead in foreclosures and customer service with Homecomings Financial and was a Manager in Customer Service Relations, and Collections with Travelers Acceptance Corporation. Her communications, sales and marketing skills were acquired during her years of experience at major financial institutions where she provided marketing leadership and support to business units in both B2B and B2C categories. Mrs. Burns has an excellent track record building and maintaining strategic business partner referral relationships for repeat consistent business and vast experience working with Executive Management to hit and produce company goals and long and short term strategic managements goals. Mrs. Burns has a degree in Systems Analysis and Design from the Catholic University in Peru and studied Business administration at Lima University, Peru.Ca Executive Compensation Summary Compensation Table. Summary Compensation Table (a) (b) (c) Name and Principal Position Year Salary Bonus Option Awards All Other Compensation Total Compensation Daniel Correa, CEO 2020 $ 0 $ 0 $ 0 $ 240,000 $ 240,000 James Slayton (former CFO) 2020 0 0 0 15,000 15,000 Tabitha E. Correa 2020 $ 0 $ 0 $ 0 $ 70000 $ 70000 Compensation for Workers under service contracts has been accrued for each period reported. Workers not under service contracts were paid during the reported periods. Partial payments were made toward the accrued compensation for the workers under agreements. The accrued compensation will be brought current once the Company has achieved positive cash for the flow. The company is accruing unpaid compensation and reporting it in its financial statements. There was $332,009 and $318,000 compensation accrued during the year ended 12/31/20 and the period ended 09/30/21 respectively. There were partial payments made toward these accruals in the amounts of $147,041 and 103,420 for the year ended 12/31/20 and the period ended 09/30/21 respectively. Currently staff has been working predominately from outside the office without a set schedule and are being treated as independent contractors for payroll purposes, and listed as All Other Compensation in the Summary Compensation Table. Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of September 30, 2021. Compensation of Non-Employee Directors. We currently have no non-employee directors and no compensation was paid to non-employee directors in the period ended September 30, 2021. We intend to identify qualified candidates to serve on the Board of Directors and to develop a compensation package to offer to members of the Board of Directors and its Committees. Audit, Compensation and Nominating Committees. As noted above, we intend to apply for listing our common stock on the OTC, which does not require companies to maintain audit, compensation or nominating committees. The company s shares may never be quoted on the OTC or listed on an exchange. Considering the fact that we are an early stage company, we do not maintain standing audit, compensation or nominating committees. The functions typically associated with these committees are performed by the entire Board of Directors which currently consists of one member who is not considered independent. 21 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Security Ownership of Principal Stockholders, Directors, Nominees and Executive Officers and Related Stockholder Matters The following table sets forth, as of September 30, 2021, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each director or nominee for director of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address: Beneficial Owner Address Number of Shares Owned Percent of Class Daniel Correa (Officers and Directors as a Group) 3049 W. Canyon Ave, San Diego, CA 92123 242,200,000 60 % (*)Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person s household. This includes any shares such person has the right to acquire within 60 days. (**)Percent of class is calculated on the basis of the number of fully diluted shares outstanding on September 30, 2021( ). CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS It is our practice and policy to comply with all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related person is an executive officer, director or more than 5% stockholder of GLOHAB Inc., including any immediate family members, and any entity owned or controlled by such persons. Our Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and a special committee of our Board of Directors is established to negotiate the terms of such transactions. In considering related-person transactions, our Board of Directors consider all relevant available facts and circumstances. The Company accrued $105,000 and $512,743 as compensation to its officers for the period ended September 30, 2021 and December 31, 2020 out of which $22,370 was paid in the period ending September 30, 2021 and $108,980 was paid in the year ended December 31,2020 . The balance will be paid in due course. An officer of the Company has advanced funds in the amount of $3,100 for the payment of expenses during the period ended September 30, 2021. The Company has secured funds from Coti Development, Inc. through several notes payable. As of September 30, 2021 and December 31, 2020, the balance of the Notes payables are $15,714 and $20,321 respectfully. The Company also secured funds from a private party in September 2021. The balance of the Notes payable at September 30, 2021 is $27,240. During the year ended December 31, 2020, the Company sold a kit house i.e. Incablock to Coti Development, Inc. for $10,000. Revised as follows: Payable to Related Parties: September 30, 2021 December 31, 2020 Tabitha Correa $ 155,059 $ 80,479 Jeremy Davey 54,500 54,500 Daniel Correa 415,514 266,284 Total $ 625,073 $ 401,263 The Payable to Related Parties is predominately accrued compensation for 2020 and 2021. The CEO advanced $6,734 during 2021 to pay expenses of the company. There is no deferred compensation. There are no loans, advances or other debts to shareholders or related parties in excess of $120,000. Director Independence Our Board of Directors has adopted the definition of "independence" as described under the Sarbanes Oxley Act of 2002 (Sarbanes-Oxley) Section 301, Rule 10A-3 under the Securities Exchange Act of 1934 (the Exchange Act) and NASDAQ Rules 4200 and 4350. Our Board of Directors has determined that its member does not meet the independence requirements. 22 DESCRIPTION OF CAPITAL STOCK Authorized and Issued Stock Number of Shares at September 30, 2021 Title of Class Authorized Outstanding Common stock, $0.001 par value per share 500,000,000 Issued 404,770,986 Common stock Dividends. Each share of common stock is entitled to receive an equal dividend, if one is declared, which is unlikely. We have never paid dividends on our common stock and do not intend to do so in the foreseeable future. We intend to retain any future earnings

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+ PROSPECTUS SUMMARY 1 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS AND SUMMARY OF RISK FACTORS 22 RISK FACTORS 25 USE OF PROCEEDS 54 DIVIDEND POLICY 55 CAPITALIZATION 56 DILUTION 57 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 59 BUSINESS 88 MANAGEMENT 108 EXECUTIVE COMPENSATION 115 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 139 PRINCIPAL STOCKHOLDERS 142 DESCRIPTION OF CAPITAL STOCK 144 SHARES ELIGIBLE FOR FUTURE SALE 149 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 151 UNDERWRITING (CONFLICTS OF INTEREST ) 155 LEGAL MATTERS 162 EXPERTS 162 WHERE YOU CAN FIND MORE INFORMATION 162 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Through and including , 2022 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. You should rely only on the information contained in this prospectus and any related free writing prospectus that we may provide to you in connection with this offering. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any such free writing prospectus outside of the United States. See Underwriting (Conflicts of Interest). Table of Contents PROSPECTUS SUMMARY The following summary contains selected information about us and about this offering. It does not contain all of the information that is important to you and your investment decision. Before you make an investment decision, you should review this prospectus in its entirety, including matters set forth under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. Some of the statements in the following summary constitute forward-looking statements.

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+ PROSPECTUS SUMMARY This summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making an investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes included in this prospectus and the information set forth under the headings Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. See also the section titled Where You Can Find Additional Information . Unless context otherwise requires, references in this prospectus to the company , we , us or our refer to the business of Akili, which became the business of Akili, Inc. following the Closing. Company Overview We are a leading digital medicine company pioneering the development of cognitive treatments through game- changing technologies. Our approach of leveraging technologies designed to directly target the brain establishes a new category of medicine medicine that is validated through clinical trials like a drug or medical device, but experienced like entertainment. Impairments in cognition are associated with many different chronic diseases and acute illnesses, impacting approximately 85 million people in the U.S. These impairments include, but are not limited to attention-deficit/ hyperactivity disorder ( ADHD ), autism spectrum disorder ( ASD ), multiple sclerosis ( MS ), major depressive disorder ( MDD ), post-traumatic stress disorder ( PTSD ), cognitive impairments in COVID-19 survivors ( COVID fog ), traumatic brain injury ( TBI ), cancer-related cognitive impairment ( CRCI ) and Alzheimer s Disease, among others. Global recognition of cognitive function by physicians and patients is at an all-time high, yet many current treatment approaches are inadequate, as they are either unable to effectively target the brain to address underlying impairments or lack clinical validation. With this approach, we introduced EndeavorRx, the first prescription video game treatment (and first digital treatment for a cognitive impairment) reviewed and granted marketing authorization by the U.S. Food and Drug Administration (the FDA ) in June 2020, as a Class II medical device through the FDA s de novo process. EndeavorRx is indicated for use to improve attention function for children ages 8-12 years old with primarily inattentive or combined-type ADHD, who have a demonstrated attention issue. In June 2020, EndeavorRx also received Conformit Europ enne ( CE ) Mark certification as a prescription-only digital therapeutic software intended for the treatment of attention and inhibitory control deficits in pediatric patients with ADHD, enabling EndeavorRx to be marketed in European Economic Area ( EEA ) member countries. EndeavorRx should be considered for use as part of a therapeutic program that may include clinician-directed therapy, medication and/or educational programs, which further address symptoms of the disorder. It is not intended to be used as a stand- alone therapeutic and is not a substitution for a child s medication. Within ADHD, there is a large and growing opportunity for innovative non-drug treatments. Current ADHD treatment options represent a $10 billion market with over 70 million prescriptions written every year for drugs in the U.S. According to the U.S. Centers for Disease Control and Prevention, nearly half the pediatric ADHD population uses behavioral therapy as well. The total ADHD population in the U.S. is 10.8 million and our initial target population includes those with inattentive or combined type ADHD, or 8.1 million of the total U.S. ADHD population. EndeavorRx is currently cleared in the U.S. to treat patients in the 8-12 age group, which represent approximately 22% (1.8 million) of our target 8.1 million ADHD population. Within this market we face competition from a range of companies. Our competitors include both enterprise companies who are focused on or may enter the healthcare industry, including initiatives and partnerships Table of Contents launched by these large companies, and from private companies that offer solutions for specific chronic conditions. We compete with companies that are developing treatments for cognitive impairment associated with ADHD and other diseases and disorders resulting in cognitive impairment. In the digital health space, we compete with companies that have created non-regulated products to treat cognitive impairment in ADHD and other diseases and disorders resulting in cognitive impairment. Our Proprietary Approach Our platform is powered by proprietary therapeutic engines, which are software and associated algorithms that form the core of our products and product candidates, designed to target cognitive impairment at its source in the brain, informed by decades of research (including research conducted prior to the founding of Akili) and validated through rigorous clinical programs. Our most advanced therapeutic engine, SSME, presents specific sensory stimuli and simultaneous motor challenges designed to target the fronto-parietal cortex which plays a key role in attention function, while our earlier stage therapeutic engines focus on cognitive functions, including spatial navigation, memory, and planning and organization. Each product and product candidate embodies a specific proprietary therapeutic engine with a variation of the video game-like user interface in an effort to optimize user engagement applicable to a particular disease or medical condition indication. Product candidates are clinically tested in development programs for particular disease or medical condition indications. These products and product candidates are delivered in a platform characterized by the following key attributes: Targeted treatments that are personalized to patients needs. Clinically validated therapeutics like drugs and medical devices. Therapeutics that are experienced as entertainment. Patient focused and adaptive. EndeavorRx : The first prescription video game treatment In June 2020, EndeavorRx, the first product built on our platform was granted marketing authorization and classified as a Class II medical device by the FDA through FDA s de novo process. The EndeavorRx product is indicated for use to improve attention function for children ages 8-12 with primarily inattentive or combined-type ADHD, who have a demonstrated attention issue. EndeavorRx represents a fundamental paradigm shift in the treatment of cognitive disorders, where technology is not just delivering a therapy but is itself the medicine. EndeavorRx is the only therapeutic that is an FDA-authorized and physician-prescribed video game-based treatment designed to directly target cognitive functioning. For the first time, doctors have a treatment option that is purpose-built to target cognitive function and that is not taken as a pill, but delivered through a video game. EndeavorRx also obtained Conformit Europ enne (CE) Mark certification in pediatric patients with ADHD, enabling EndeavorRx to be marketed in European Economic Area (EEA) member countries. Our Development Pipeline Our therapeutic engines are designed to target cognitive functions with the potential to address multiple medical conditions presenting the same functional cognitive impairments. Based on unmet need and market opportunities, our initial advanced-stage pipeline is focused on nine patient populations in pediatric and adult conditions, addressing both chronic and acute cognitive impairments. Additionally, we are pursuing treatments for cognitive impairments associated with MS MDD, and ASD, all of which have achieved proof of concept, as well as for acute cognitive dysfunction brought on by COVID-19, surgery and chemotherapy. Lastly, we are advancing research on monitors that can screen and assess cognitive impairments across populations. Table of Contents Each of our development programs is oriented toward a single indication and specific patient population. We refer to variations of our treatment software as our products or product candidates, each of which incorporates the core algorithms of one of our proprietary therapeutic engines (for example, our SSME therapeutic engine, which is incorporated into the majority of our existing product candidates). Within a single development program, we may explore multiple product candidates in early research and studies to optimize user engagement applicable to a particular patient population and indication and to determine which product candidate(s) will be evaluated in later clinical studies within that development program. Based on results of our studies and regulatory feedback from our clinical studies, we may also introduce other product candidates into our ongoing development programs. Furthermore, a specific product candidate may be used for one specific development program or across different development programs. Multiple product candidates may embody a single proprietary therapeutic engine but are differentiated based on one or more characteristics, including the videogame-like user interface and gameplay difficulty and progression, and each product candidate includes unique characteristics optimized for a particular indication and population. Our current development programs are summarized in the chart below: Current Akili, Inc. pipeline: initial populations demonstrating potential breadth of technology (1) Timeframes are estimates and are subject to change see Disclaimer and Risk Factors. (2) AKL-T01 is marketed as EndeavorRx in the U.S. for children ages 8-12 old with primarily inattentive or combined-type ADHD, who have a demonstrated attention issue. (3) Shionogi is responsible for the clinical development and commercialization of SDT-001 (a version of AKL-T01 localized for Japanese language and culture), as well as any future development and commercialization of AKL-T02, another version of our SSME engine that has been used for our ASD program, each in Japan and Taiwan. (4) AKL-M01 is designed to use SSME algorithms to monitor and assess certain aspects of cognition, as opposed to providing cognitive therapy. (5) To the extent we are unable to access additional sources of funding following the completion of the Business Combination, our current estimated timeframe for initiating a pivotal study in this development program could be delayed. * Estimated timeframes in figure above correspond to applicable milestone start times, and are subject to change. Please refer to the section entitled Risk Factors included herein, including Risks Related to Our Business and Industry Enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside of our control. If we experience delays or difficulties in the enrollment or retention of patients in clinical trials, our ability to obtain necessary marketing authorizations for our product candidates could be delayed or prevented and Risks Related to Our Products Our current product candidates are in various stages of development. Our product candidates may fail in development or suffer delays that adversely affect their commercial viability. If we fail to maintain clearance, de novo classification or approval to market our product candidates, including AKL-T01 for expanded indications, or if we are delayed in obtaining such marketing authorizations, our business, prospects, results of operations and financial condition could be materially and adversely affected. Table of Contents Our Strategy We believe we are uniquely positioned to capitalize on this opportunity, with our technologies designed to directly target the brain and delivered through high-end video game interfaces. Our current business strategies include: Establishing a commercial foothold in pediatric ADHD. Leveraging our initial success to expand into other ADHD populations. Applying our clinically-validated technology to other mental health and neurology conditions. Simultaneously pursuing new technologies designed to address other cognitive impairments. Further evolving the treatment paradigm by creating new methods of cognitive assessment. Risk Factors Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors immediately following this prospectus summary, which illuminate challenges that we face in connection with the successful implementation of our strategy and the growth of our business. The following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of shares of our securities and result in a loss of all or a portion of your investment: Risks relating to our business and industry, including that: We have a history of significant losses, anticipate losses increasing expenses in the future, and may not be able to achieve or maintain profitability. The failure of our prescription digital therapeutics to achieve and maintain market acceptance and adoption by patients and physicians could have a material adverse effect on our business, prospects, results of operation and financial condition. The market for prescription digital therapeutics is new, rapidly evolving, and increasingly competitive, as the healthcare industry in the U.S. is undergoing significant structural change, which makes it difficult to forecast demand for our products. As a result, all prospective financial information included herein are subject to change. Our development programs represent novel and innovative potential therapeutic areas, and negative perception of any product or product candidate that we develop could adversely affect our ability to conduct our business, obtain marketing authorizations or identify alternate regulatory pathways to market for such product candidate. We face competition, and new products may emerge that provide different or better alternatives for treatment of the conditions that EndeavorRx or our future products, if granted marketing authorization, are authorized to treat. Risks relating to our products, including that: If we fail to achieve and maintain clearance, de novo classification or approval to market our product candidates, including AKL-T01 for expanded indications, or if we are delayed in obtaining such marketing authorizations, our business, prospects, results of operations and financial condition could be materially and adversely affected. Clinical trials of any of our products or product candidates may fail to produce results necessary to support marketing authorization. Table of Contents EndeavorRx is made available via the Apple App Store and on Google PlayTM, and supported by third-party infrastructure. If our ability to access these markets or access necessary third-party infrastructure was stopped or otherwise restricted or limited, it could have a material adverse effect on our business, prospects, results of operations and financial condition. If we are not able to develop and release new products, or successful enhancements, new features and modifications to EndeavorRx or any future products, our business, prospects, results of operations and financial condition could be materially and adversely affected. We rely on a single third party digital pharmacy for the fulfillment of prescriptions. This reliance on a single third party increases the risk that we could have disruption in the fulfillment of prescriptions, which could have a material and adverse effect on our reputation, business, results of operations and financial condition. Risks relating to our intellectual property and technology, including that: If we are unable to adequately protect and enforce our intellectual property and proprietary technology, obtain and maintain patent protection for our technology and products where appropriate or if the scope of the patent protection obtained is not sufficiently broad, or if we are unable to protect the confidentiality of our trade secrets and know-how, our competitors could develop and commercialize technology and products similar or identical to our products, and our ability to successfully commercialize our technology and products may be impaired. If we fail to comply with obligations in the agreements under which we collaborate with or license intellectual property rights from third parties, or otherwise experience disruptions to our business relationships with collaborators or licensors, we could lose rights that are important to its business. Risks relating to our financial reporting and position, including that: We will need substantial additional funding, and if it is unable to raise capital when needed or on terms favorable to us, our business, financial condition and results of operation could be materially and adversely affected. The amount of our future losses is uncertain and our quarterly and annual operating results may fluctuate significantly or fall below the expectations of investors or securities analysists, each of which may cause our stock price to fluctuate or decline. Implications of Being an Emerging Growth Company We are an emerging growth company as defined in the JOBS Act. As such, we may take advantage of reduced disclosure and other requirements otherwise generally applicable to public companies, including: exemption from the requirement to have our registered independent public accounting firm attest to management s assessment of our internal control over financial reporting; exemption from compliance with the requirement of the Public Company Accounting Oversight Board, or PCAOB, regarding the communication of critical audit matters in the auditor s report on the financial statements; reduced disclosure about our executive compensation arrangements; and exemption from the requirement to hold non-binding advisory votes on executive compensation or golden parachute arrangements. We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have at least $1.07 billion in annual revenue; (2) the date we qualify as a large accelerated filer, with Table of Contents at least $700.0 million of equity securities held by non-affiliates; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of SCS s initial public offering. As a result of this status, we have taken advantage of reduced reporting requirements in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. In particular, in this prospectus, we have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. Corporate Information We were incorporated under the name Social Capital Suvretta Holdings Corp. I on February 25, 2021 as a Cayman Islands exempted company for purposes of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On August 19, 2022, we domesticated into a Delaware corporation and changed our name to Akili, Inc. in connection with the Domestication. Our principal executive office is located at 125 Broad Street, Fifth Floor, Boston, Massachusetts 02110. Our telephone number is (617) 456-0597. Our website address is www.akiliinteractive.com. Information contained on, or otherwise accessible through, our website is not a part of this prospectus. Table of Contents

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1	+ PROSPECTUS SUMMARY 1

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+ This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our, company or our company are to Keyarch Acquisition Corporation, a Cayman Islands exempted company; amended and restated memorandum and articles of association are to our memorandum and articles of association to be in effect upon completion of this offering; Class A ordinary shares are to our Class A ordinary shares, par value $0.0001 per share; Class B ordinary shares are to our Class B ordinary shares, par value $0.0001 per share; Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors and director nominees; EBC founder shares are to the 200,000 Class A ordinary shares that we have issued to EarlyBirdCapital, Inc. and its designees (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and other holders of our founder shares prior to this offering, but excludes EarlyBirdCapital, Inc., in respect of the EBC founder shares held by it or its designees; letter agreement refers to the letter agreement entered into between us and our initial shareholders, directors and officers on or prior to the date of this prospectus, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors described in the Management section of this prospectus; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private rights are to the rights contained within the private units; private shares are to the shares contained within the private units; private units are to the units issued to our sponsor, EarlyBirdCapital, and their respective designees, in a private placement simultaneously with the closing of this offering, as well as any units that may be issued upon conversion of the working capital loans; private warrants are to the warrants contained within the private units; public rights are to the rights to receive one-tenth of one Class A ordinary share that are being sold as part of the units in this offering; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that their status as a public shareholder shall only exist with respect to such public shares; public warrants are to the warrants to purchase one Class A ordinary share at a price of $11.50 per share (subject to adjustment as described herein) that are being sold as part of the units in this offering; TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 12, 2022 PRELIMINARY PROSPECTUS $100,000,000 Keyarch Acquisition Corporation 10,000,000 Units Keyarch Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a target business. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. However, our amended and restated memorandum and articles of association (our Charter ) provides that we shall not undertake our initial business combination with any entity that is based in, located in or with its principal business operations in China (including Hong Kong and Macau). If we are unable to consummate an initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares for a pro rata portion of the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Keyarch Global Sponsor Limited, is a newly-formed Cayman Islands exempted company (the sponsor ) with limited operations that is based in the United States. The sponsor s daily ordinary course operations, including its bank accounts, financial books and records, any tax matters and any investment activities are handled primarily by Jing Lu, its Chief Financial Officer and sole officer who is a United States resident with United States passport. In addition, a majority of the directors of the Sponsor are based in the United States. This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one Class A ordinary share, one right and one-half of one warrant. Each right entitles the holder to receive one-tenth of one Class A ordinary share upon the completion of an initial business combination. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Each whole warrant will become exercisable 30 days after the completion of an initial business combination and will expire on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption or liquidation. We have granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units to cover over-allotments, if any. Our sponsor and EarlyBirdCapital, Inc. ( EarlyBirdCapital ), the representative of the underwriters in this offering, have committed that they and/or their designees will purchase from us an aggregate of 500,000 private units (including 450,000 private units to be purchased by our sponsor and 50,000 private units to be purchased by EarlyBirdCapital), at $10.00 per unit for a total purchase price of $5,000,000 in a private placement that will occur simultaneously with the consummation of this offering. Our sponsor and EarlyBirdCapital have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees will purchase from us additional private units on a pro rata basis (up to an additional 45,000 private units, including 40,500 to be purchased by our sponsor and 4,500 to be purchased by EarlyBirdCapital) at a price of $10.00 per unit in an amount that is necessary to maintain in the trust account $10.10 per unit sold to the public in this offering. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment option. The private units, including the warrants contained within the private units, are identical to the units and warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently hold 2,875,000 Class B ordinary shares, up to 375,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Holders of Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by our shareholders, except as required by law; provided TABLE OF CONTENTS rights are to the public rights and the private rights; sponsor are to Keyarch Global Sponsor Limited, a Cayman Islands exempted company; warrants are to the public warrants and the private warrants; underwriters are to EarlyBirdCapital, Haitong International Securities (USA) Inc. and Revere Securities LLC; and $, and U.S. dollar each refer to the United States dollar. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. All references in this prospectus to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise the over-allotment option. TABLE OF CONTENTS that, prior to our initial business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors, and holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class. The Class B ordinary shares held by our initial shareholders will automatically convert into Class A ordinary shares upon the completion of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. There is presently no public market for our units, ordinary shares, rights or warrants. We have applied to have our units listed on the Nasdaq Global Market, or the Nasdaq, under the symbol KYCHU on or promptly after the date of this prospectus. The Class A ordinary shares, rights and warrants comprising the units will begin separate trading on the 90th day following the date of this prospectus unless EarlyBirdCapital informs us of its decision to allow earlier separate trading, subject to our filing of a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin; provided that, no fractional warrants will be issued upon separation of the units and only whole warrants will trade. We cannot guarantee that our securities will be approved for listing. Once the securities comprising the units begin separate trading, the Class A ordinary shares, rights and warrants will be traded on Nasdaq under the symbols KYCH, KYCHR and KYCHW, respectively. Some of our executive officers and directors may be located in or have significant ties to China. As a result, it may be difficult for investors to effect service of process within the United States on our company, executive officers and directors, or enforce judgments obtained in the United States courts against our company, executive officers and directors. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act and will therefore be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 30 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for our securities may be made to the public in the Cayman Islands. Per Unit Total Public offering price $ 10.00 $ 100,000,000 Underwriting discounts and commissions(1) $ 0.20 $ 2,000,000 Proceeds, before expenses, to us $ 9.80 $ 98,000,000 (1) The underwriters have received and will receive compensation in addition to the underwriting discount, including 200,000 Class A ordinary shares, which we refer to herein as the EBC founder shares. See Underwriting for further information relating to the underwriting compensation we will pay in this offering. Upon consummation of the offering, an aggregate of $101,000,000 (or $116,150,000 if the over-allotment option is exercised in full) or $10.10 per unit sold to the public in this offering will be deposited into a United States-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of a business combination and our redemption of our public shares. The underwriters are offering the units on a firm commitment basis. The underwriters expect to deliver the units to purchasers on or about , 2022. Joint Book-Running Managers EarlyBirdCapital, Inc. Haitong International Securities Co-Manager Revere Securities , 2022 TABLE OF CONTENTS Introduction Keyarch Acquisition Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company on April 23, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, re-organization, or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue a business combination target in any business or industry, we intend to target global disruptive technology and innovative services companies. Innovation has been a major driving force in the global economy. In areas such as artificial intelligence, autonomous driving and advanced manufacturing, innovative technology and services companies are changing the competitive space of existing industries and creating new industries at a record pace. For example, Level 4 autonomous driving is expected to become a reality in the next few years as a result of innovations such as remote sensing methods like Lidar (light detection and radar) and other AI technologies; and 3D printing technologies are transforming traditional manufacturing from mass production to mass customization. Innovative companies such as Tesla and Luminar have been growing significantly faster than companies in traditional industries, rewarding investors who have recognized the vision and conviction of such companies. Looking ahead, we expect disruptive technology and innovative services businesses to play even bigger roles in driving the global economy. Investors who have the expertise to find and evaluate such opportunities will continue to benefit from the trend. While we may target disruptive technology and innovative services companies anywhere in the world, we intend to focus on companies in developed economies such as the U.S., Israel, and Southeast Asia. However, our Charter provides that we shall not undertake our initial business combination with any entity that is based in, located in or with its principal business operations in China (including Hong Kong and Macau). Developed economies such as the U.S. have been dominating in disruptive technology and services business innovations. Major breakthroughs in last several decades such as the internet, semiconductors, e-commerce, autonomous driving, electric cars, artificial intelligence and 3D printing all originated in the U.S. In addition to access to a mature capital market to fund innovations, developed countries such as the U.S. enjoy a vast talent pool and a long-established culture of entrepreneurship. They also have one of the largest markets to reward innovations once such innovations achieve commercial production. Going forward, we believe that countries such as the U.S. will continue to lead innovations and provide great opportunities for investors to take advantage of the trend. Southeast Asia is another region we intend to target for acquisition opportunities. Driven by factors such as a stable political environment, attractive demographics and solid talent pool, Southeast Asian countries have seen accelerating growth in innovative technology and services. For example, companies such as Sea Limited, which is based in Singapore, and engages in the digital entertainment, e-commerce, and digital financial service businesses in Southeast Asia, Latin America, and internationally, have established themselves as regional and potentially global leaders in their specific industries. They have shown strong innovative capabilities on the same level as companies based in the U.S. and China. We are confident that the expertise and capabilities of our management team will enable us to identify companies that can best capture such opportunities and create long-term value for our shareholders. Our team has successfully invested in disruptive technologies and innovative services companies in developed economies such as the U.S. and Israel. We believe our sourcing and industry expertise will continue to enable us to find significant business combination opportunities that will deliver substantial value to shareholders in the public markets. Our Team Several members of our management team are affiliated with Keywise Capital Management ( Keywise ), including our chairman, who is the Founder, a Managing Partner, and the Chief Investment Officer of Keywise, and our CEO, who is a Managing Partner and has been with Keywise for more than 10 years. We intend to utilize Keywise s experience and expertise to help us identify quality target opportunities TABLE OF CONTENTS Keywise is a leading alternative investment management firm with offices in Hong Kong, Beijing, and Shanghai. Keywise has been managing investments for global prominent financial institutions, such as sovereign wealth funds, pensions, endowments and family offices, for over 15 years. Keywise is fully licensed in Hong Kong and mainland China for investment management and is also a registered investment adviser with the SEC. Keywise employs a bottom-up fundamental approach to investments, generating investment ideas through top-down sector screening, extensive industry contacts and proprietary in-house research. This investment process includes on-site visits of targeted companies, channel check with suppliers and clients, verification with competitors and industry experts, extensive due diligence on management teams, and valuation using our internal proprietary models. Since inception, Keywise has established a strong track record in both public and private market investments. It had assets under management of approximately $2 billion as of December 31, 2020. Leveraging its reputation and an experienced investment team, Keywise has invested in a number of private companies with disruptive technology and innovative services both in China and globally including Luminar a leading LiDAR company in Silicon Valley; Carbon 3D a leading 3D printing technology company in Silicon Valley; Zoox a pioneer autonomous driving company in Silicon Valley; and Xjet a leading 3D printing company in Israel. Our management team is led by Mr. Fang Zheng, who is based in Hong Kong, Dr. Kai Xiong, who is based in Hong Kong and the U.S. and Dr. Jing Lu, who is based in the U.S. They have decades of experience in investing in and building companies. Our independent director nominees, Mr. Mark Taborsky and Mr. Doug Rothschild, who are based in the U.S. and Dr. Mei Han, who is based in Singapore, will also provide additional insights into our target sectors and extensive experience in investing in the U.S., Southeast Asia and globally. Mr. Fang Zheng, our Founder and Chairman, is the Founder, a Managing Director and the CIO of Keywise. In his career, Mr. Zheng has been applying an institutional approach to investment, with a focus on information technology and services industries. He has developed deep insights and built strong industry connections in the global markets. Before Keywise, Mr. Zheng was a co-founder and portfolio manager at Neon Liberty Capital Management, an asset management firm based in New York City, investing in the Greater China markets on behalf of institutional investors in the U.S. Prior to co-founding Neon Liberty in 2002, Mr. Zheng was a Vice President and portfolio manager at the JP Morgan s Emerging Market Equity Group. Mr. Zheng was responsible for the team s investment strategy in the Asian small cap markets. An employee of JP Morgan for more than six years, Mr. Zheng began as an equity research analyst in Singapore, covering the financial and property sectors. Prior to joining JP Morgan, Mr. Zheng worked at the Ministry of Machinery and Electronics Industries and CITIC in China, and Rockefeller & Co., Inc. in New York as an equity analyst. Mr. Zheng holds a BA degree from the University of International Business & Economics in Beijing and an MBA from Harvard Business School and is a CFA charter holder. Mr. Zheng is a native of China and speaks Mandarin. Mr. Zheng holds a Hong Kong special administrative region passport and resides in Hong Kong. Dr. Kai Xiong, our Chief Executive Officer and director, has more than two decades of experience in investments, risk management, marketing and operations in the financial services industry. Dr. Xiong joined Keywise in 2010 and is currently a Managing Partner, responsible for multiple management functions, including capital market deal sourcing, management due diligence, new business development, regulatory policy assessment, investor relations, and personnel and culture development within the firm, splitting his time among Hong Kong, Beijing and the U.S. Dr. Xiong works closely with Mr. Zheng in the daily management of the firm and building a strong culture for the firm s long-term success. Prior to joining Keywise, Dr. Xiong worked in New York City as a Senior Vice President at Citigroup, a Senior Director at E*Trade, and a Vice President at JPMorgan Chase for more than over 10 years combined, responsible for developing risk management, marketing and sales strategies for various financial products using advanced quantitative methodology and statistical modeling. Before moving to the United States, Dr. Xiong worked at National Development and Reform Commission of China (NDRC) in Beijing for five years. Dr. Xiong holds a B.A. in Economics from Peking University, an MBA from Columbia University, and a Ph.D. in Economics from State University of New York at Buffalo. He is a native of China and speaks Mandarin. Dr. Xiong is a U.S. permanent resident with a Hong Kong special administrative region passport residing in the United States and in Hong Kong. Dr. Jing Lu, our Chief Financial Officer, has more than 20 years of experience in the financial service industry. Dr. Lu has served as a Managing Director and then Chief Operating Officer of China Bridge TABLE OF CONTENTS Capital USA, a PE/VC investment advisory company specialized in innovative technologies from 2017 to 2019 and since March 2021. She also served as Chief Investment Officer for the New Hope Fertility Center (NHFC) from 2019 to 2021, sourcing and managing PE investments, bank loans and government PPP loans. Prior to China Bridge Capital, Dr. Lu was President of ACE AV Consulting Inc. from 2005 to 2017. Dr. Lu was an Executive Director at CIBC World Markets in 2001 working on corporate securities. Between 1998 and 2001, Dr. Lu worked at the Federal Reserve Bank of New York as a bank regulator and supervisor, working on Basel Capital Accords as well as examining banks implementation of the Basel Accords. Before moving to New York, Dr. Lu was a professor of economics at York University in Canada for four years, specializing her teaching and research in Macroeconomics, Institutional Economics, and Econometrics. Dr. Lu holds Ph.D. and M.A. in Economics from Western University in Canada, Graduate Certificate in Economics from People s University in China, and B.A in World Economy from Fudan University in China. Dr. Lu is a U.S. citizen and resident of the State of New York. Mr. Mark Taborsky, our independent director nominee, is the founder and managing partner of MarkerTree Capital, an investment firm he started in 2016 specializing in creating and managing custom and thematic investment portfolios for institutional investors. Mr. Taborsky has over 25 years of investment experience as a senior investment professional at Stanford Management Company, Harvard Management Company, PIMCO, and BlackRock. At BlackRock, from 2011 to 2016, he was a Managing Director and the CIO for global asset allocation clients in the US and Asia. At PIMCO, from 2008 to 2011, he led the successful buildout of its liquid asset allocation strategy. At Harvard Management Company, from 2006 to 2008, he was a Managing Director and head of external investments. At Stanford Management Company, from 2001 to 2006, he was a Managing Director and oversaw the absolute return and fixed income portfolios and internal trading. Mr. Taborsky is a CFA charter holder. Mr. Taborsky holds an MBA in Finance and Policy with honors from The University of Chicago Booth School of Business and a B.Comm. in Joint Honors Economics and Finance with first-class honors from McGill University. He is a U.S. citizen and is a resident of the Commonwealth of Massachusetts. Mr. Doug Rothschild, our independent director nominee, is a portfolio manager at Scoggin Management LP, a privately owned hedge fund sponsor, assisting in the management of its investment portfolio. Since joining Scoggin Management in 2002, he has focused on analyzing and investing in both public and private securities across all asset sectors. Mr. Rothschild was a senior advisor for MTech Acquisition Corp. from 2018 to 2019. Prior to joining Scoggin Management, Mr. Rothschild was an associate in the asset management group of Goldman Sachs from 1997 to 2002, where he focused on the real estate, lodging and gaming sectors. Mr. Rothschild is an active supporter of various charities, specifically Sinai Schools for children with special needs, where he previously served as a Board Member and on the Executive Committee. Mr. Rothschild received a B.A. in Finance from the Sy Syms School of Business at Yeshiva University and is a CFA charter holder. Mr. Rothschild is a U.S. citizen and is a resident of the State of New Jersey. Dr. Mei Han, our independent director nominee, is an experienced business professional, with a successful 27 year career in global investment and wealth management. For 20 years, Dr. Han held various senior management roles with Capital Group, one of the world s largest investment management firms with assets under management of USD2 trillion as of December 31, 2020, including Managing Director for Strategic Solutions. She was responsible for business development and strategic partnerships in major Asian markets, helping clients design strategic solutions and asset allocation recommendations. The key clients were sovereign wealth funds, central banks, pension funds, insurance companies, large commercial banks and securities companies. Dr. Han was a founding member of Capital Group s China Committee and was one of the key members who planned and organized the opening of Capital Group s representative office in Beijing in 2009. She was also the leader of Capital Group s Asian Women Leadership Program. Since leaving Capital Group in 2017, Dr. Han has been advising and assisting several industry leading firms from China and Singapore, including Ucommune (co-working) and MCP Payment (digital payment), mainly on strategy, business network building and fund raising. Dr. Han is an independent director of Ucommune International Ltd. (Nasdaq: UK), the largest co-working company in China. Dr. Han holds a Bachelor Degree of Law from Peking University, an MBA degree from European University (now the EU Business School), and a Ph.D. in Business Administration from University of South Australia. Dr. Han is a citizen and resident of the Commonwealth of Singapore. We believe that our management team s significant investment and transaction experience, combined with our strong relationships, give us key competitive strengths in the following areas: TABLE OF CONTENTS Deep industry insights: investment expertise to understand technology trends and evaluate the market potential of disruptive innovations in sectors we intend to focus on. Strong sourcing capabilities: broad network and relationships providing access to acquisition opportunities globally. Established research process: research methodology developed across multiple cycles to generate returns consistently. Long-term value creation: strong track record in collaborating with target management teams, forming strategic partnerships to enhance value for shareholders. Execution and structuring capabilities: experience in both public and private markets structuring and executing complicated deals with key stakeholders and service providers. . We believe that our team will add significant value to target companies. They have a strong track record in helping companies grow, and we believe this will give us a competitive edge when negotiating and structuring fair terms in a transaction with a target business. We intend to add value to target companies through engagement in multiple areas: Strategic advice: leverage our deep industry insights, broad industry and transaction expertise and extensive network to provide strategic advice for the target s organic growth and acquisitions. Talent enhancement: identify and recruit management talent to support the target s long-term success Geographic expansion: leverage our global network and relationships to help the target to expand beyond their initial and home markets. Partnership expansion: leverage our industry know-how and broad reach to help create new strategic partnerships and collaborations. Enabling capital market access: help optimize capital structure and secure funding from reputable investors and lenders for the target. Initial Business Combination We will have until 18 months from the closing of this offering to consummate our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants will be worthless. Nasdaq rules provide that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions with respect to the satisfaction of such criteria. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. If our securities are not listed on Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on Nasdaq at the time of our initial business combination. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the TABLE OF CONTENTS target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial shareholders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our initial shareholders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions that our initial business combination is fair to our company (or shareholders) from a financial point of view. Members of our management team and our independent directors and their affiliates will directly or indirectly own ordinary shares and private units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity, including other blank check companies similar to our company, pursuant to which such officer or director may be required to present a business combination opportunity to such entity. Specifically, certain of our executive officers are affiliated with our sponsor and other entities that make, or are looking to make, investments in companies. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our executive officers will materially affect our ability to complete our business combination. For additional information regarding our executive officers and directors business affiliations and potential conflicts of interest, see Management Directors and Executive Officers and Management Conflicts of Interest. Our amended and restated memorandum and articles of association provides that, subject to fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. The past performance of our management team or of their affiliates is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team s or their affiliates performance as indicative of our future performance. Some of our executive officers and directors may be located in or have significant ties to China. As a result, it may be difficult for investors to effect service of process within the United States on our company, executive officers and directors, or enforce judgments obtained in the United States courts against our company, executive officers and directors. TABLE OF CONTENTS Recent PCAOB Developments Future developments in U.S. laws may restrict our ability or willingness to complete certain business combinations with companies. For instance, the enacted Holding Foreign Companies Accountable Act (the HFCAA ) would restrict our ability to consummate a business combination with a target business unless that business met certain standards of the PCAOB and would require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign government. We may not be able to consummate a business combination with a favored target business due to these laws. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act ( AHFCAA ), which, if signed into law, would amend the HFCAA and require the SEC to prohibit an issuer s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. The documentation we may be required to submit to the SEC proving certain beneficial ownership requirements and establishing that we are not owned or controlled by a foreign government in the event that we use a foreign public accounting firm not subject to inspection by the PCAOB or where the PCAOB is unable to completely inspect or investigate our accounting practices or financial statements because of a position taken by an authority in the foreign jurisdiction could be onerous and time consuming to prepare. The HFCAA mandates the SEC to identify issuers of SEC-registered securities whose audited financial reports are prepared by an accounting firm that the PCAOB is unable to inspect due to restrictions imposed by an authority in the foreign jurisdiction where the audits are performed. If such identified issuer s auditor cannot be inspected by the PCAOB for three consecutive years, the trading of such issuer s securities on any U.S. national securities exchanges, as well as any over-the-counter trading inthe U.S., will be prohibited. On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. An identified issuer will be required to comply with these rules if the SEC identifies it as having a non-inspection year under a process to be subsequently established by the SEC. On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. On November 5, 2021, the SEC approved the PCAOB s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong. Our auditor, UHY LLP, headquartered in New York, NY, is an independent registered public accounting firm with the PCAOB and has been inspected by the PCAOB on a regular basis. The PCAOB currently has access to inspect the working papers of our auditor. Our auditor is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB s determination. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Future developments in respect of increase U.S. regulatory TABLE OF CONTENTS access to audit information are uncertain, as the legislative developments are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures. In the event that we complete a business combination with a non-U.S. company and any of the legislative actions or regulatory changes discussed above were to proceed in ways that are detrimental to a non-U.S. issuer, it could cause us to fail to be in compliance with U.S. securities laws and regulations, we could cease to be listed on a U.S. securities exchange, and U.S. trading of our shares could be prohibited. Any of these actions, or uncertainties in the market about the possibility of such actions, could adversely affect our prospects to successfully complete a business combination with a non-U.S. company, our access to the U.S. capital markets and the price of our shares. Sourcing of Potential Business Combination Targets We believe our management team s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. This network has provided our management team with a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with target businesses that do not meet any or all of these criteria and guidelines. Sector focus: Targets that operate in industries and sectors with disruptive technology and innovative business services. We believe companies in such sectors will grow faster than the overall economy of the countries in which they operate. Geographic focus: Targets with capabilities to apply the disruptive technology and innovative services globally, with special application in the U.S., Israel and Southeast Asia. Our team has extensive investment experience across different economies and markets. A global focus will significantly expand our choices for business combination targets and help us to identify an innovative business with large addressable market potentials. However, our Charter provides that we shall not undertake our initial business combination with any entity that is based in, located in or with its principal business operations in China (including Hong Kong and Macau). Market potential: Targets with large addressable market and strong industry tail winds that support significant growth in the long term, including those with underexploited growth opportunities or those that may benefit from synergistic add-on acquisitions, increased production capacity, expense reductions, technology upgrades and increased operating leverage. Business improvement: Targets with the potential to improve operations under our ownership and create long-term shareholder value, and with identifiable operating and financial catalysts to unlock value. Management team: Targets with an experienced and visionary management team, that has demonstrated a strong track record of driving growth, making sound strategic decisions, and building longer term competitive advantages. We may supplement the existing management team with our management team and/or well-recognized industry leaders from our global network. TABLE OF CONTENTS Capital market access: Targets that can benefit from being a public company with an increased public profile, enhanced governance, and increased access to a more diversified pool of capital. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We currently do not have any specific business combination under consideration. Our team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Permission Required from the Chinese Authorities for this Offering and a Business Combination As a Cayman Islands company with no operations or subsidiaries in China and expected to conduct a target search outside of China, we are not required to obtain permission from any Chinese authorities to operate or to issue the securities being issued in this offering to any investors, including Chinese investors, if any, nor have we been contacted by any Chinese authorities in connection with our operations or this offering, and we do not expect that permission will be required from the Chinese authorities in the future in connection our business combination since our Charter forbids us from undertaking our initial business combination with any entity that is based in, located in or with its principal business operations in China (including Hong Kong and Macau). JOBS Act and Other Corporate Information We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act) and will remain such for up to five years. However, if our annual gross revenue is $1.07 billion or more, if our non-convertible debt issued within a three year period exceeds $1 billion or the market value of our ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, we have elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior April 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the prior April 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior April 30th. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and expect to receive a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or TABLE OF CONTENTS our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on April 23, 2021. Our executive offices are located at 275 Madison Avenue, 39th floor, New York, New York 10016, our telephone number is 212-616-8022. Private Placements In July 2021, our sponsor paid $25,000, or $0.009 per share, to cover certain offering and formation costs of our company in exchange for 2,875,000 Class B ordinary shares, which we refer to throughout this prospectus as the founder shares. The founder shares held by our initial shareholders includes an aggregate of up to 375,000 shares subject to forfeiture by our sponsor to the extent that the underwriters over-allotment option is not exercised in full or in part, so that our initial shareholders will own approximately 20% of our issued and outstanding shares after this offering (assuming the initial shareholders do not purchase units in this offering and excluding the private shares and the EBC founder shares). We have also issued to EarlyBirdCapital, Inc., or EarlyBirdCapital, and its designees an aggregate of 200,000 Class A ordinary shares, which we refer to throughout this prospectus as the EBC founder shares, for nominal consideration. The EBC founder shares are deemed to be underwriters compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. See the section titled Underwriting for further information related to these arrangements. In addition, our sponsor and EarlyBirdCapital have committed that they and/or their designees will purchase from us an aggregate of 500,000 private units (including 450,000 private units to be purchased by our sponsor and 50,000 private units to be purchased by EarlyBirdCapital), at $10.00 per unit for a total purchase price of $5,000,000 in a private placement that will occur simultaneously with the consummation of this offering. Our sponsor and EarlyBirdCapital have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees will purchase from us additional private units on a pro rata basis (up to an additional 45,000 private units, including 40,500 to be purchased by our sponsor and 4,500 to be purchased by EarlyBirdCapital) at a price of $10.00 per unit in an amount that is necessary to maintain in the trust account $10.10 per unit sold to the public in this offering. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment option. The private units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. The proceeds from the private placement of the private units will be added to the proceeds of this offering and placed in a United States-based trust account maintained by Continental Stock Transfer & Trust Company, as trustee. If we do not complete an initial business combination within 18 months from the closing of this offering, the proceeds from the sale of the private units will be included in the liquidating distribution to our public shareholders and the private units will be worthless. TABLE OF CONTENTS

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These risks include, but are not limited to, risks associated with: being a blank check company with no operating history and no revenues; our ability to complete our initial business combination, including risks arising from the uncertainty resulting from the COVID-19 pandemic; our public stockholders ability to exercise redemption rights; the requirement that we complete our initial business combination within the completion window; the possibility that Nasdaq may delist our securities from trading on its exchange; being declared an investment company under the Investment Company Act; complying with changing laws and regulations; the possibility that Avenue does not purchase the forward purchase securities; the performance of the prospective target business or businesses; our ability to select an appropriate target business or businesses; the pool of prospective target businesses available to us and the ability of our officers, directors and advisors to generate a number of potential business combination opportunities; the issuance of additional Class A common stock in connection with a business combination that may dilute the interest of our stockholders; the incentives to our initial stockholders to complete a business combination to avoid losing their entire investment in us if our initial business combination is not completed; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our ability to obtain additional financing to complete our initial business combination; our ability to amend the terms of warrants in a manner that may be adverse to the holders of public warrants; our ability to redeem your unexpired warrants prior to their exercise; our public securities potential liquidity and trading; provisions in our amended and restated certificate of incorporation and Delaware law that may have the effect of inhibiting a takeover of us and discouraging lawsuits against our directors and officers; our ability to identify an attractive target with the increasing number of special purpose acquisition companies evaluating targets, which could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination; and 14 Table of Contents the nominal purchase price paid by certain of our initial stockholders for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination. Corporate Information Our executive offices are located at 1055 Thomas Jefferson St. NW, Suite #650, Washington, D.C. 20007 and our telephone number is (202) 643-9162. Upon completion of this offering, our corporate website address will be www.silversustainable.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. Prior to the date of this offering, affiliates of Guggenheim Securities executed certain organizational restructuring documents, including those pertaining to (i) the formation of Metric, an indirect wholly owned subsidiary of Guggenheim Capital, LLC and an affiliate of Guggenheim Securities, LLC, on May 5, 2021, (ii) the contribution of all of the outstanding limited liability company interests of GPH Funding I, LLC, a Delaware limited liability company ( GPHF I ) to Metric, (iii) the conversion of GPHF I from a Delaware limited liability company to a Delaware corporation in 2021, (iv) simultaneously with such conversion, the conversion of Metric s limited liability company interests in GPHF I into 5,657,206 shares of the company s Class B common stock, and (v) the change of name of GPHF I to the name of the company ( Silver Sustainable Solutions Corp. ). We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of Class A common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of Class A common stock held by nonaffiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. 15 Table of Contents The Offering

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+ S-1/A 1 e3440_s-1a2.htm FORM S-1/A2 As filed with the Securities and Exchange Commission on January 27, 2022. Registration No. 333-261788 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Counter Press Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 Telephone: (718) 775-3013 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, DE 19711 Telephone: (302) 738-6680 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: William N. Haddad, Esq. Venable LLP 1270 Avenue of the Americas New York, NY 10020 Tel: (212) 307-5500 Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Tel: (212) 370-1300 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Table of Contents Page Summary 1

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+ This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; anchor investor are to certain investment funds and accounts managed by Atalaya, which have expressed to us an interest to purchase an aggregate of $19,980,000 of units in this offering (or $22,977,000 of units in the event the underwriters over-allotment option is exercised in full); Atalaya or forward purchaser are to Atalaya Capital Management LP, including certain investment funds and accounts managed by it that are party to the forward purchase agreement, collectively; Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; CPC are to Carnegie Park Capital LLC; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; forward purchase agreement are to the forward purchase agreement providing for the sale of forward purchase shares by us to the forward purchaser in a private placement that will close concurrently with the closing of our initial business combination; forward purchase shares are to our Class A ordinary shares to be sold as part of the forward purchase agreement; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to holders of our founder shares immediately prior to this offering, including 162,000 founder shares that have been transferred to our independent directors; management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering and our advisory council members); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and for the avoidance of doubt, do not include the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares; public shareholders are to the holders of our public shares, including our sponsor and/or members of our management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; a SPAC are to a special purpose acquisition company; TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY 18, 2022 $200,000,000 Igniting Consumer Growth Acquisition Company Limited 20,000,000 Units Igniting Consumer Growth Acquisition Company Limited is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, although we intend to focus on consumer-facing businesses. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in connection with our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 15 months from the closing of this offering or during any Extension Period (as defined below), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Igniting Growth Consumer Sponsor LLC, has agreed to purchase 9,650,000 warrants (or 10,850,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment or removal of directors and to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of our company in such other jurisdiction). Atalaya Capital Management LP ( Atalaya or the forward purchaser ) and Carnegie Park Capital LLC ( CPC ) have collectively invested over 80% of the at-risk capital that the sponsor will use to purchase the private placement warrants (or approximately 75% in the event the overallotment option is exercised in full) and will receive more than half of the economic interest in the founder shares held by the sponsor and the private placement warrants. Members of the management team have contributed approximately 8% of the at-risk capital of the sponsor (or approximately 13% in the event the overallotment option is exercised in full) and will collectively receive approximately 29% of the economic interest in the founder shares and the private placement warrants held by the sponsor (or approximately 34% in the event the overallotment option is exercised in full). Certain investment funds and accounts managed by Atalaya, which we refer to collectively as our anchor investor throughout this prospectus, have expressed to us an interest to purchase an aggregate of $19,980,000 of units in this offering (or $22,977,000 of units in the event the underwriters over-allotment option is exercised in full), which amounts may be reduced on a pro rata basis if less than 20,000,000 units (or 23,000,000 in the event the over-allotment option is exercised in full) are sold in this offering. We have agreed to direct the underwriters to sell to our anchor investor such number of units. For a discussion of certain additional arrangements with our anchor investor, please see Summary The Offering Expressions of Interest. In connection with the consummation of this offering, we will enter into a forward purchase agreement with our forward purchaser that will provide for the forward purchaser to commit to purchase, subject to the approval of its investment committee, due diligence and additional customary closing conditions, $50,000,000 of our Class A ordinary shares at $10.00 per share, in a private placement that will close concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchaser will not receive any Class B ordinary shares or warrants as part of the forward purchase agreement; the forward purchase shares will be identical to the Class A ordinary shares included in the units being sold in this offering, except that the forward purchase shares will be subject to certain transfer restrictions and have certain registration rights, as described herein. Currently, there is no public market for our securities. We intend to apply to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol ICGCU . We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on Nasdaq under the symbols ICGC and ICGCW, respectively, on the 52nd day following the date of this prospectus unless RBC Capital Markets, LLC and Nomura Securities International, Inc., the representatives of the underwriters, inform us of their decision to permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 43 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for any securities may be made to the public in the Cayman Islands. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See Underwriting for a description of compensation payable to the underwriters. All of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $204,000,000, or $234,600,000 if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2022. Joint Book-Running Managers RBC CAPITAL MARKETS NOMURA The date of this prospectus is , 2022 TABLE OF CONTENTS sponsor are to Igniting Growth Consumer Sponsor LLC, a Delaware limited liability company. Our sponsor is controlled by its managing member, Krishnan Anand, and owned by members of our management, other members of our board of directors, Atalaya, CPC and other individuals and institutions; warrants or public warrants are to warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and we, us, our, the company or our company are to Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company Igniting Consumer Growth Acquisition Company Limited is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. In our search for a business combination, we expect to rely on the resources of our management team, our board of directors, our sponsor (Igniting Growth Consumer Sponsor LLC), our advisory council, our forward purchaser (Atalaya Capital Management LP) and Carnegie Park Capital LLC. Igniting Growth Consumer Sponsor LLC was formed by Krishnan Anand, our Chairman and CEO, who will lead the management of the company and whose background is described in greater detail later in this prospectus. Founded in 2006, Atalaya is a privately held, SEC-registered, alternative investment advisory firm with approximately $6 billion in assets under management as of March 2021. The firm is focused primarily on making private credit and special opportunities investments in three principal asset classes financial assets, real estate, and corporate. Atalaya has been an anchor investor for over 20 SPACs and has extensive experience in investing across the lifecycle of SPACs. The CPC team has invested across the full lifecycle of SPACs since 2008, including front-end SPAC initial public offerings ( IPOs ), companies emerging from SPACs, which we refer to throughout this prospectus as de-SPACs, and in private investments in public equity, which we refer to throughout this prospectus as PIPEs. The team has also invested in numerous sponsor groups including four that announced business combinations in early 2021. CPC is committed to provide both strategic and operational support to the company, including with any PIPEs. Mr. Chen, the Founder and Managing Partner of CPC, is a member of the advisory council of the company. Atalaya and CPC have collectively invested over 80% of the at-risk capital that the sponsor will use to purchase the private placement warrants (or approximately 75% in the event the overallotment option is exercised in full) and will receive more than half of the economic interest in the founder shares held by the sponsor and the private placement warrants. Members of the management team have contributed approximately 8% of the at-risk capital of the sponsor (or approximately 13% in the event the overallotment option is exercised in full) and will collectively receive approximately 29% of the economic interest in the founder shares and the private placement warrants held by the sponsor (or approximately 34% in the event the overallotment option is exercised in full). See Principal Shareholders for further information. The financial and transaction experience of the Atalaya and CPC teams complement our management team s operating, mergers and acquisitions ( M&A ) and industry expertise to create an organization capable TABLE OF CONTENTS of identifying attractive investments and executing deals in our target sectors. Our management team, as well as our board of directors and our advisory council, has an extensive network and contacts throughout multiple consumer and retail industries in the U.S. and globally and we believe our relationship with Atalaya and CPC will further broaden this network. Additionally, we expect to rely on our network of connections in the consumer and retail industries, investment banks, private equity companies and other connections globally. While we may pursue our initial business combination in any business, industry or geographic location, our vision is to build a global, best-in-class, growth-oriented consumer business that will rival current incumbents by creating, nurturing, and scaling the next generation of conscious, purpose-driven businesses. We intend to seek brands with a direct connection to today s evolving consumers whose goals include holistic health and wellness, convenience, pursuing social responsibility, inclusiveness, sustainability and transparency. We believe that consumers are increasingly asking businesses to resonate with the consumer s own evolved values and embody these attributes. In addition, these consumers are increasingly turning to digital communities and organizations for brand discovery, engagement, and purchasing. Our goal is to become the partner of choice for these consumer facing businesses that will be the leaders in the next generation by leveraging the collective leadership and the industry-specific operating experience of our management team, which is uniquely positioned and has extensive operating and deal experience in numerous sectors and markets. We believe that by partnering with these next-generation businesses we can drive sustainable growth and create long-term shareholder value. We plan to unlock value in the target of our initial business combination by: Undertaking disciplined investment underwriting; Aligning management and board incentives; Recognizing opportunities for revenue enhancement and expansion; Implementing initiatives to improve or enhance the path to profitability; Identifying strategic acquisitions and divestures; and Accessing capital markets and other opportunities to enhance liquidity. Our Management Team Our management team is led by Krishnan (Kandy) Anand, our Chief Executive Officer, and Louis Jordan, our Chief Financial Officer, and is complemented by our board of directors and our advisory council. Our team includes highly experienced industry operators with significant leadership experience in building, marketing, operating, and investing in consumer and retail businesses globally. We believe our management team has a unique and complementary skillset to implement our business strategy and pursue value creation opportunities. Along with our board and advisory council, our management team s skillset includes nearly 100 years of combined experience in large, publicly traded, global consumer and retail companies and an extensive international network of founders and owners of other consumer businesses. Further, we believe members of our management team have demonstrated a successful track record of scaling and acquiring high-growth brands in their previous roles. As such, we believe we are uniquely positioned to identify and attract high-quality target businesses. Krishnan (Kandy) Anand has been our Chairman of the Board and Chief Executive Officer since July 2021. Mr. Anand brings more than 30 years of senior leadership and boardroom experience within the consumer sector, including his time as Chief Growth Officer at Molson Coors Beverage Company (formerly Molson Coors Brewing Company) (NYSE: TAP) ( Molson Coors ) from 2016 to 2019. Prior to that, he served as the CEO of their international business for nearly seven years. Before joining Molson Coors, Mr. Anand held multiple leadership roles within Unilever plc (NYSE: UL) in India, Asia, the Middle East and Africa, and The Coca-Cola Company (NYSE: KO), including President of Coca-Cola s Philippines business, Head of Strategic Marketing of the Global Soft Drink brands, Vice President Global Commercial Leadership and Marketing Director of South Latin America. During his tenure at these organizations, Mr. Anand led numerous M&A processes including the acquisition of a 58% stake of MillerCoors and Miller International from Anheuser-Busch InBev, the acquisition of StarBev from CVC Capital Partners, and a TABLE OF CONTENTS number of successful acquisitions of smaller craft and local brands. Mr. Anand previously served on the board of directors for Empower Ltd. ( Empower ), a $250 million SPAC. Empower successfully completed a business combination with Holley, an automotive aftermarket product producer, in July 2021. Mr. Anand currently serves on the board of directors of Wingstop, Inc. (Nasdaq: WING), where he chairs the Nominating and Governance Committee and sits on the Technology Committee. He previously served on the board of Popeyes Louisiana Kitchen, Inc. (Nasdaq: PLKI) ( Popeyes ), where he served as Chairman of the Compensation Committee, as well as a member of the Nominating and Governance Committees. Mr. Anand also sat on Popeyes Board Transaction Committee during its sale to Restaurant Brands International Inc. Louis Jordan has been our Chief Financial Officer since July 2021. Mr. Jordan has served as a Senior Finance and Business Executive for more than 30 years, predominately within consumer-focused sectors, and brings extensive experience in the consumer-facing retail and digital commerce sectors. Over this period, he has had robust experience in financial and operations management, budgeting and strategic planning, financial systems development, acquisitions/divestiture evaluation, international finance and controllership duties. Previous roles include the Global Head of Financial Planning and Analysis ( FP&A ) for The Gap, Inc. (NYSE: GPS) (1997 2000), the Chief Financial Officer of Pottery Barn Teen and Kids (2002 2003), the Chief Financial Officer of Nike U.S. Retail (2003 2005), the head of Global Financial Planning and Analysis of Nike Global (NYSE: NKE) (2005 2007), the Retail and Digital Commerce Chief Financial Officer of Nike Global (2007 2009) and most recently, Senior Vice President of Finance for Starbucks Corporation (Nasdaq: SBUX) (2009 2014). Mr. Jordan has been involved in numerous M&A transactions over the course of his career. While at Dun & Bradstreet Holdings Inc. (NYSE: DNB), he was the finance lead for the divestiture of Corinthian Broadcasting, the acquisition of McCormack and Dodge, and the acquisition of A.C. Nielsen (including Nielsen Media Research, Nielsen Marketing Research; Dataquest and three other brands). He was also Head of Corporate Planning and deal finance lead for Duracell and Kohlberg Kravis Roberts during Duracell s merger with Gillette. Mr. Jordan currently sits on the board of and advises three Impact startups headquartered in the U.S., Mexico and the UK. He is also the National Board Chair of Rocketship Public Schools and Vice Board Chair of Village Hopecore (Kenya) International, each of which are 501(c)(3) tax-exempt non-profit organizations. Our Director Nominees Our management team s experience is complemented by our director nominees, who bring significant expertise broadly in consumer and retail businesses and in areas such as marketing and media, digital technology and commerce, investment strategy, corporate finance, corporate governance, and public and private equity investing. Our directors also hold long-term and influential relationships with founders, brands and owners globally. Like the other members of our management team, they also have extensive global experience. Together, we believe our directors bring additional expertise that will enhance our ability to identify and execute our initial business combination and may enhance our ability to implement various value creation initiatives after the successful completion of our business combination. Francisco Crespo Benitez will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Mr. Crespo Benitez has served in multiple senior positions within Coca-Cola, including Chief Executive Officer of Coca-Cola Mexico (2013 2017) and Global Chief Growth Officer (2017 2019). In these roles, he had a wide impact across the company and its bottling system, managing large Latin American profits and losses statements for over a decade. His transaction experience includes playing an integral role in the acquisition and integration of Costa Coffee, a British coffee shop chain. Mr. Crespo Benitez is an advisor and/or board director for multiple companies including InTouch, an Irish startup with an AI-driven platform for in-store advertising (since 2020), Culception, an Israeli AgTech startup (since 2020), and AnyRoad Inc., an experiential marketing startup (since 2020). He previously served on the boards of public companies including Coca-Cola European Partners, Embotelladora Andina S.A. and Zurich Insurance Mexico. Additionally, he serves as a Leader in Residence at Emory University and as a Senior Advisor at the Boston Consulting Group. Anjali Jolly will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Since March 2018, Ms. Jolly has been a partner at ACON Investments, L.L.C. ( ACON ), a middle-market private equity investment firm. Prior to ACON, she was a managing partner and founder at Dumonde Management, LLC (2015 2017), an advisory firm that TABLE OF CONTENTS provides strategic and corporate development services to middle market companies and private equity firms. Previously, Ms. Jolly spent 10 years at Perseus, LLC, a middle-market private equity firm, where she led the sourcing, execution, management and sale of several control growth equity and buyout investments. From 2000 to 2003, Ms. Jolly was an analyst at JPMorgan Partners (now CCMP Capital), the $15 billion direct private equity investment division of J.P. Morgan. Ms. Jolly has extensive board experience, and currently serves on the boards of several companies, including BioMatrix Holdings, L.L.C., an Inc. 5000 company that offers nationwide specialty pharmacy services and digital health technology solutions (since 2018). She is also currently on the board of iiMED Holdings, Inc., a medical contract manufacturing company (since 2018), and Beauty by Imagination Inc., a platform of consumer haircare brands (since 2018). Previous board positions include International Imaging Materials, Inc. (2018 2021), chair of the Biometric Access Company board of directors (2007 2009), chair of the audit and compensation committees of NanoBio Corporation (now BlueWillow Biologics, Inc.) (2006 2014), and board member and member of the audit committee and compensation committee of each of Perseus Books Group (2013 2014) and WorkflowOne (2011 2013). Sanjay Khosla will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Mr. Khosla is the former President of Kraft International, now Mondel z International, Inc. (2007 2013), and is a trained and certified executive coach, working with a number of chief executive officers and senior leaders across a broad range of industries. Mr. Khosla has over 30 years of experience working in executive roles for international packaged food companies. Prior to Kraft, Mr. Khosla spent over 27 years at Unilever, where he was Chairman of the Global Beverages Category Board worldwide (which included the Lipton Tea business worldwide). Mr. Khosla currently serves as a director for Zoetis Inc. (NYSE: ZTS) (since 2013) and other private company boards and is an adjunct professor and senior fellow at the Kellogg School of Management, Northwestern University. Previously, Mr. Khosla was Co-Chair of the Nestle/Fonterra joint venture (Dairy Partners Americas) and was on the board of Best Buy Co., Inc. (NYSE: BBY), Fresh Del Monte Produce Incorporated (NYSE: FDP), IconixBrand Group (Nasdaq: ICON), Hindustan Unilever, the Lipton/Pepsi global joint venture and NIIT. Martyn Redgrave will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Mr. Redgrave is the Managing Partner and CEO of Agate Creek Partners, LLC, a professional governance and consulting services company he co-founded in 2014. Previously, he served as a Senior Advisor to L Brands (NYSE: LB) from 2012 until his retirement, and from 2005 to 2012, was its Chief Administrative/Operating Officer, where he was responsible for the enterprise s governance, financial, legal, investor relations, government relations and administrative functions, as well as shared services operations, merchandise planning and allocation, information technology services, procurement, logistics, and customer marketing. He also had operating responsibility for all international operations, including Victoria s Secret, Bath and Body Works, and La Senza outside of the USA. Prior to L Brands, he served as Executive Vice President and Chief Financial Officer for Carlson Companies, Inc. (1994 2005). He spent 14 years at PepsiCo, Inc. (Nasdaq: PEP) (1980 1994) during which he served in five senior roles including as Senior Vice President and Chief Financial Officer for both Kentucky Fried Chicken and Taco Bell (both of which are now operated by YUM! Brands, Inc. (NYSE: YUM)). Prior to joining PepsiCo, he worked at Arthur Andersen in its consulting and audit practices (1974 1980). During his career, he was directly responsible for a variety of buy- and sell-side M&A and joint venture transactions with a total value of over $14 billion. Mr. Redgrave also brings extensive board experience. Since 2001, he has served on the board of directors of Deluxe Corporation (NYSE: DLX), where he is a member of the Compensation and Governance Committees. He also served as the Non-Executive Chairman of the Board from 2012 to 2019, and Chairman of the Audit Committee from 2005 2012. From 2015 to 2021, he served on the board of directors of Francesca s Holdings Corporation (Nasdaq: FRAN), where he was previously the Chairman of its Audit Committee as well as a recent member of the Compensation and Governance Committees. From 2013 to 2017, he also served on the Board of Directors of Popeyes, where he was Chairman of its Audit Committee and a member of the Compensation Committee, and he also Chaired the Popeyes Board Transaction Committee during its sale to Restaurant Brands International, Inc. Kenneth Romanzi will serve as a member of our board of directors on the effective date of the registration of which this prospectus is a part. Mr. Romanzi has many years of experience as a senior executive officer in the food industry. He is the former President, CEO and Director of B&G Foods (NYSE: BGS) (2019 2020), and also served as Executive Vice President and Chief Operating Officer (2018). Prior to TABLE OF CONTENTS that, he served as President, Fresh Foods at WhiteWave Foods ( WhiteWave ), where he led Earthbound Farm Organic (2016 2017). Prior to joining WhiteWave, he served as Senior Vice President and Chief Operating Officer, Global Brands of Ocean Spray Cranberries and of Ocean Spray s North American food and beverage business (2004 2015). Before that, he served as President, U.S. Toys Division of Hasbro (2003 2004), President and Chief Executive Officer of Ultimate Juice Company, a premium juice company whose brands included the Naked Juice brand (2001 2003), and President and Chief Executive Officer of Balducci s Direct, a gourmet food catalog business (1999 2000). Mr. Romanzi has also served in positions of increasing responsibility at Nabisco, including President of Nabisco Refrigerated Foods (1993 1996) and Senior Vice President Sales & Distribution of Nabisco Biscuit Company (1996 1998), and served as Vice President, Marketing and Strategic Planning, North America at Cadbury Schweppes (1988 1993). Mr. Romanzi began his career in marketing at Frito-Lay (PepsiCo). Steven Wasserman will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Since 2019, Mr. Wasserman has served as a principal at MSP Sports Capital, LP, an investment fund specializing in professional sports businesses. Previously, he served as Chief Executive Officer of Seaport Investment Management (2015 2018). He has also served as Senior Managing Director of the Beige Group, LLC, a family office, where he was responsible for identifying, analyzing and executing investment opportunities (2011 2014). Mr. Wasserman is also a director nominee for byNordic Acquisition Corporation ( byNordic ), a SPAC currently in registration with the SEC. Previously, he was Chief Executive Officer of Alpha Security Group Corp., a SPAC, and served as an advisor to various other SPACs including, but not limited to, Energy Infrastructure Acquisition Corp., Seanergy Acquisition Corp., and Starbulk Acquisition Corp. He has also served as the managing partner of AMT Ventures LLC, an entity primarily engaged in public and private equity and debt investments on a principal basis. Mr. Wasserman currently serves as Vice Chairman of The Roosevelt Investment Group, an investment advisory firm, where he has held this position since 2018. Our Advisory Council In addition to our management team and board of directors, we have assembled an experienced team of strategic partners and individuals (our advisory council ) to assist with sourcing, evaluation, due diligence, deal execution, access to capital and post-closing strategic involvement with potential business combination partners. Members of our advisory council have also invested in our sponsor. Our advisory council consists of individuals with specific experience in a broad range of industry sectors including, but not limited to, technology, retail, consumer goods, industrials and the food and hospitality sectors. We believe the operational and industry expertise of our advisory council is a differentiating element of our approach, which gives us the opportunity to pursue potential business combination targets in several industry sectors, and increases our likelihood of finding and completing a suitable business combination. In addition, members of our advisory council have been successful chief executive officers, senior executives and board members of public and private companies, and we believe they will enhance our value proposition to potential business combination partners given their collective expertise, operational and strategic capabilities and track record in their respective sectors. The members of our advisory council also include co-founders and managing partners from leading investment funds with extensive experience investing in SPAC mergers, and may be helpful in providing or obtaining financing, if such financing is necessary in connection with our initial business combination, although there can be no assurance that they will do so. Our advisory council has experience in: Operating companies, executing on strategies and capital allocation and identifying, monitoring and recruiting world-class talent; Acquiring and integrating companies; Advising businesses in their digital transformation efforts and helping them grow in the digital age; Embarking on corporate turnarounds and implementing transformational long-term strategies; Developing and growing companies, both organically and through acquisitions; and Expanding the product range and geographic footprint of businesses. TABLE OF CONTENTS Our advisory council includes the following individuals: Ritu Banga: Ms. Banga is a private investor and co-founder of Zoomdojo, a social enterprise and career success initiative for youth, since 2012. Since 2013, she has also operated a seed and early-stage fund, MadFifth, which supports entrepreneurs bringing unique solutions to unaddressed needs. She serves on the boards of SmartPurse, a financial education start-up for women; SAYA! (South Asian Youth Action); Virtual Enterprises International (VEI), a Department of Education-affiliated non-profit; Asian University for Women Support Foundation; the South Asia Business Association; and Columbia University. Her past affiliations include serving as a trustee of Marymount School in New York, a consultant to City University of New York for their Continuing Education and Workforce Development initiative, an advisory committee member for the American Institute of Architects New York, a trustee of the International School of Brussels and President, Joint Schools Association, New York. Edward Ted Chen: Mr. Chen is the Founder and Managing Partner of Carnegie Park Capital LLC, a firm whose team has invested across the full lifecycle of SPACs since 2008, including front-end SPAC IPOs, companies emerging from SPACs and in PIPEs, and is focused on advising and providing capital to SPAC sponsors. The team has invested in numerous sponsor groups including four that announced business combinations in early 2021. Prior to this, he was a Portfolio Manager at Water Island Capital. He was previously a Managing Director at Jefferies & Company, where he was responsible for conducting research due diligence of announced mergers and acquisitions, spin-offs, tenders and bankruptcy exits while managing a proprietary portfolio of event-driven investments. Prior to Jefferies, he was at Citigroup Global Markets where he was responsible for idea generation and due diligence on U.S. and Canadian merger arbitrage, hard-catalyst event opportunities, SPACs, and relative value situations. Nandu Nandkishore: Mr. Nandkishore is a global C-suite executive with over 37 years of experience in leadership roles across a diverse set of environments in both emerging and developed markets, including serving as Executive Vice President of Nestle in Asia, Oceania & Africa and earlier as Global CEO for Nestle Nutrition (2009 - 2011) in charge of markets all over the world including the U.S., Europe & Latin America. His areas of focus include turnaround situations, emerging markets, globalization and cross-cultural operations, sales and distribution, consumer engagement, neuro-marketing, corporate social responsibility and creating shared value through social engagement. We currently expect our advisory council to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the businesses that we enter into initial business combinations with. Members of our advisory council will not be under any fiduciary obligations to us nor will they perform board or committee functions, nor will they have any voting or decision-making capacity on our behalf. We may modify or expand our advisory council as we source potential business combination targets or create value in businesses that we may acquire. Experience with Special Purpose Acquisition Vehicles Our management team and board of directors have previous experience in the execution of public acquisition vehicles. Specifically and as disclosed above, Mr. Anand, our Chief Executive Officer and Chairman, was on the board of Empower Ltd., a SPAC that successfully closed its initial business combination in July 2021. Mr. Wasserman, one of our director nominees, has several years of experience with SPACs and successfully closing initial business combinations. Mr. Chen of our advisory council has deep experience across the life cycle of SPACs and has been involved with several successful SPACs. Atalaya, the forward purchaser, has invested in over 20 SPACs and has deep knowledge and experience with SPACs. Additionally, our founders and our directors and officers expect in the future to become affiliated with other SPACs that may have acquisition objectives that are similar to ours. See Risk Factors Risks Relating to our Sponsor and Management Team Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. TABLE OF CONTENTS The past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record or the performance of our management team or their affiliates, including Empower Ltd., Alpha Security Group Corp., Energy Infrastructure Acquisition Corp., Seanergy Acquisition Corp., Starbulk Acquisition Corp. and byNordic, or any of their affiliates or managed fund s performance as indicative of our future performance. Our Business Strategy Our Objective Our goal is to identify and complete our initial business combination with a growth-oriented U.S. or global consumer business. We are embarking on a long-term journey to build a global business focused on purpose-driven, next-generation brands in the consumer & retail industry. We intend to seek a growth-oriented company in an industry that aligns with the experience and expertise of our management team and that we believe our transformative operating skills can improve. Our selection process will leverage our team s network of industry, private equity sponsors and capital market relationships as well as relationships with management teams of public and private companies, investment bankers, restructuring advisors, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. As further detailed in Our Business Combination Criteria, we primarily intend to seek brands across packaged food, beverage, beauty and personal care, consumer durables, vitamins, minerals and supplements, consumer services, consumer e-commerce, pet care, and fitness/wellness that share our vision to make the global consumer industry more sustainable, transparent and inclusive. Our long-term objective is to create a powerful brand, or platform of brands, with a purpose-driven, agile, and innovative culture, supported by a modern, data-driven infrastructure, and unencumbered by challenges faced by traditional consumer goods conglomerates. Industry Opportunity We believe that the consumer landscape remains dynamic as demographics and consumer preferences continue to evolve and e-commerce continues to increase in importance. We believe this backdrop will create opportunities to invest in distinct brands and defensible business models where we can create value by improving operations and strategically re-investing in businesses to drive long-term growth. Some of the key investment themes we have been tracking include: Digital transformation and e-commerce adoption: We believe there will be a continued shift towards tech-enabled and digitally sourced experiences, products, and content across the consumer ecosystem, with the effects of COVID-19 driving further acceleration in adoption and trial. We are looking to invest in sustainable business models where digital capabilities are market-leading or where increased investment in digital and e-commerce can unlock significant growth potential; Health and wellness: We believe that aging populations, growing millennial purchasing power, consumers taking control of their own health and the rising importance of sustainability are factors fueling what we see as a significant multi-decade trend in health and wellness. We are looking to invest behind authentic brands and differentiated business models in the health and wellness space with significant organic growth potential; Value and premiumization: We believe that continued income disparity, combined with greater macroeconomic uncertainty, has put pressure on the consumer, which we see as benefitting companies that can deliver products and services to consumers at the lowest cost without sacrificing quality. At the same time, we believe that consumers are increasingly bifurcating their spending, buying value in one category while showing a willingness to pay for premium products and services in categories where they believe the premium is justified; Sustainability: We believe that consumer preferences increasingly extend beyond products and services to encompass sustainability considerations and demands. Proactive companies have been able to formulate a value-add environmental, social, and governance ( ESG ) strategy aimed at ensuring long-term resilience of the business and lowering potential operational and reputational risks. In some cases, ESG practices have become a key product feature and brand differentiator. ESG TABLE OF CONTENTS considerations will be an integral part of our diligence process and, post combination, we expect we will continue to invest in ESG practices and aim to create shared value by leveraging our vast expertise and network; Convenience: We believe that as consumers continue to experience an ever-increasing strain on their time, they will look for products that support their daily lives. We believe that brands which cater to on-the-go consumers will be well-positioned for continued growth. We are looking to invest behind brands which understand this broader macro trend and offer a unique value proposition to the consumer; and Growing pent up demand: As the COVID-19 pandemic enters its second year, and with billions of dollars of government-backed stimulus money flowing to consumers, the resulting increase in disposable income, and reduction in opportunities to spend this income, has resulted in increased pent-up demand for consumer goods. We believe that the broader consumer market is poised for growth as markets re-open, with consumer brands presenting a unique investment opportunity to capitalize on this potential. Competitive Strengths Given our management team s combined experience in the U.S. and global consumer industry with both public and private businesses, we believe we are differentiated from other blank check companies in the marketplace, will be able to access proprietary target opportunities, and have the ability to offer founders and owners a unique value proposition of strategic, growth and operating expertise when considering a potential combination with us. As lifelong operators and investors, we have the proven capabilities, insights and access to capital to navigate the new market realities, find companies that will offer consistent long-term economic performance and help pivot them in ways that prepare them for their next chapter of growth. Our management team s experience includes: Building and managing large portfolios of consumer brands; Deploying a value-creation playbook that includes identifying value enhancements, enhancing product development and innovation, leveraging data, recruiting and retaining skilled talent, delivering operating efficiencies and integrating strategic acquisitions; Building purpose-driven, agile, innovative cultures that deliver superior returns than their competitors; Sourcing, structuring and acquiring businesses globally; Long-term public company experience and in-depth knowledge of public company governance, with our management team serving as board members and in key senior leadership positions for multiple publicly traded consumer companies; Accessing the capital markets across various business cycles; Fostering relationships with owners, capital providers and target management teams; and Executing transactions across multiple geographies and under varying economic and financial market conditions. We seek to identify and complete our initial business combination with a company that complements the experience of our management team and can benefit from our unique combination of skills in successfully operating companies, sourcing investment ideas, accessing the capital markets and executing M&A transactions. Our management team has substantial experience in deal-making garnered over long-standing, demonstrable track records and has created shareholder value across several high-profile transactions and platforms. Selected transactions and results are detailed below: Most recently, Mr. Anand oversaw the acquisition of Popeyes Louisiana Kitchen by Restaurant Brands International, the announcement of which increased Popeyes share price to an all-time high and representing a 27% premium to the 30-trading day volume weighted average price prior to the announcement. In this role, Mr. Anand was instrumental in helping management negotiate key terms and structuring of the transaction. TABLE OF CONTENTS During his tenure at Molson Coors, Mr. Anand completed numerous transformational transactions. In 2016, Mr. Anand led the acquisition of a 58% stake in MillerCoors and Miller International from Anheuser-Busch InBev for $12 billion. In addition to doubling the size of the business, this transaction also increased Molson Coors exposure to developing markets across Latin America, South America, Asia Pacific and Africa. In 2012, Mr. Anand led the acquisition of StarBev from CVC Capital Partners. The StarBev acquisition diversified Molson Coors into new markets in central Europe including Bosnia-Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, Romania, Serbia and Slovakia. Lastly, while acting as President and CEO of Molson Coors International, Mr. Anand successfully led acquisitions in Spain and India and was instrumental in elevating Molson Coors Brewing Company into a global brewer. In addition, during his tenure, the M&A team he led successfully acquired a number of regional craft beer brands. At Starbucks, Mr. Jordan was a key leadership team member as Starbucks reversed a period of negative comps and stagnant revenue, growing revenue by over 15% and increasing its share price by over 400% during his tenure. As Chief Financial Officer for both Nike U.S. Retail and Nike Global Retail and Digital Commerce, Mr. Jordan was a key member of the leadership team recruited to develop and implement strategies and build corporate competency in retail and digital commerce. During his tenure, he brought the digital commerce business in-house, increasing the number of Nike stores by over 300% and growing Nike Global s Retail and Digital Commerce division s revenue by more than 20% annually. In his role of Director and Corporate Planning Department Head at Duracell, Mr. Jordan was the finance lead in the 1997 merger with Gillette. This transaction added a new global line of business that was number one in its category as well as a key complementary strategic pillar within the Gillette business portfolio. While at Dun & Bradstreet, Mr. Jordan was instrumental in several transactions. Mr. Jordan was the finance lead for the acquisition of A.C. Nielson, including Nielson Media Research, Nielsen Marketing Research, Dataquest, and other brands. Following the acquisition, Mr. Jordan was also responsible for integrating the A.C. Nielsen finance and strategic planning functions into Dun & Bradstreet s finance and planning processes. This acquisition enabled Dun & Bradstreet to enter a new complementary consumer behavior information platform. Mr. Jordan was the financial lead in the acquisition of software services company McCormack and Dodge, which added an emerging business segment and a new fast-growing line of business to the Dun & Bradstreet portfolio. In addition to our management team s substantial experience, the team has access to a pool of attractive, scalable and resilient global targets that have large addressable markets and are at the inflection point of the next level of growth. Combining this untapped network with the proven management led by Mr. Anand will help increase the likelihood of successfully acquiring a high-quality target. Target Access We plan to utilize the network and industry experience of our management team, board of directors, advisory council, sponsors and their affiliates, in seeking an initial business combination. Due to the diverse backgrounds and experiences of our management team, including serving in roles as operators, investors, co-founders, managing partners and board members, we believe we are uniquely suited to identify and assess a broad range of targets. Our management team s broad range of experience and credibility throughout multiple sectors increases the likelihood of finding an acquisition target that will lead to shareholder value creation. Furthermore, over the course of their careers, the members of our team have developed a broad network of contacts and corporate relationships. We believe our trust-based relationships formed over decades furnish us with access to proprietary business combination opportunities. In these proprietary opportunities, target management teams and boards will evaluate us based on our perceived quality as a partner, rather than merely on our willingness to pay the highest price. In addition to the relationships developed as operators, our team maintains numerous direct connections and has worked with an extensive number of VCs, PE companies, investment banks and directly with business owners over the last couple of decades in multiple capacities, ranging from board advisors to direct investors. Upon completion of this offering, members of our management team will communicate with TABLE OF CONTENTS their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads. We anticipate that target business candidates will also be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises who remain entrenched in the identification and analysis of companies within our target industries. Target Prioritization and Selection Our management team will deploy a proactive sourcing strategy and focus our efforts on companies where we believe the combination of our team s unique industry expertise, operating experience, deal-making track record, global relationships, and capital markets expertise can be catalysts to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our shareholders. When evaluating opportunities, we intend to consider the following themes that we believe will define the consumer behavior in this decade: Increased focus on health and wellness; Rapid innovation; Direct-to-consumer interfaces; Enabled by digitalization and technology; Consumers wanting to trade-up to more premium products; and Sustainability as a core competency. We intend to focus on generating attractive long-term returns for shareholders and enhancing the value of a business combination target through operational excellence in the following areas: Product development: Offer hands-on expertise in building a robust and relevant product pipeline and provide access to skilled innovation partners; Marketing: Enhance consumer-led storytelling to amplify brand awareness through brand and performance marketing channels; Global expansion: Build market-tailored global growth strategy to extend the value proposition to other valuable markets; Digital and data: Develop and shape digital strategy to align with target consumers and leverage data to inform go-to-market, marketing and merchandising decisions; Supply chain and distribution: Ensure a streamlined and efficient sourcing strategy and provide support in identifying and structuring agreements with relevant global retail and commerce partners; Sustainability: Support the development and improvement of supply chains, ingredients and formulations to align with the best practices in sustainable product development and packaging to offer consumers clean and sustainable products; Talent: Identify, recruit and retain skillful talent to support brand growth ambitions; Administrative support: Provide key support around financial management, accounting, human resources and office management; and Platform expansion and brand incubation: We may selectively pursue value-enhancing acquisitions to enter new geographies, augment existing capabilities or expand product offerings. Leveraging our team s extensive public company experience, we intend to provide support around all aspects of deal structuring, financial analysis and negotiations when pursuing potential acquisitions. In addition, we intend to continue incubating brands where we believe there is meaningful whitespace in the market. TABLE OF CONTENTS We intend to concentrate our efforts in identifying opportunities where our management team s strategic vision, operating expertise and deep relationships can be a catalyst in augmenting the growth, competitive position and financial upside in an initial business combination. Following the completion of this offering, we intend to begin the process of communicating with the network of relationships of our management team and their respective affiliates to articulate the parameters of our search for a potential initial business combination and to begin the process of pursuing and reviewing potential opportunities. We will target growth-oriented consumer and retail businesses with either proven or attractive future financial performance, or potential to enhance financial performance, differentiation in its brand and offering, and a loyal customer base that would benefit from our operational expertise, networks, experienced team and capital to further enhance performance and drive continued growth. Our target opportunities will fit within two main categories: (i) companies that are high-growth and emerging with a path to strong margins and alignment with current ESG trends or (ii) larger scale companies with stable growth, leading brands or market share and an attractive margin structure with the opportunity for further enhancement and consolidation. We will opportunistically target corporate carve-outs where we can drive a successful merger. Given our team s global experience, we may selectively consider global opportunities that meet our objectives. Our Business Combination Criteria We believe the addressable market within the global consumer and retail sectors is large and includes a significant number of companies of scale. Our primary areas of focus within the consumer and retail sectors are growth-oriented packaged food, beverage, beauty and personal care, consumer durables, vitamins, minerals and supplements, consumer services, consumer e-commerce, pet care and fitness/wellness businesses, which equate to a total global market size exceeding $5 trillion. Within these categories, we will look to focus on value-added businesses that have the potential to benefit from current sector trends including e-commerce, health and wellness, premiumization, sustainability and convenience. We also believe that COVID-19 has brought fundamental changes to the consumer and retail landscape, creating a number of new investment opportunities. We believe that there are numerous potential targets that embody the following characteristics and could become an attractive public company with long-term growth prospects, attractive profitability metrics and which may provide a platform for future consolidation. We plan to deploy an acquisition strategy that targets differentiated businesses with enduring brand value and attributes that resonate with today s consumer. Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating targets for our initial business combination. We will use these criteria and guidelines in evaluating business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. We intend to seek to acquire companies that have the following characteristics: Market attractiveness: Segment-leading companies in growing markets that either hold significant market share or are poised to win market share through organic growth or by pursuing a consolidation strategy; Competitive differentiation: Companies that have a sustainable competitive advantage through their brands, product or service offering, scale, and a modern business model aimed at either disrupting or leading the category in which it plays; Brand driven: Purpose-driven brands with high-quality products and values such as authenticity, social consciousness, inclusiveness, sustainability and transparency with respect to healthy ingredients and responsible sourcing practices. We seek brands that are able to stand the test of time with qualities that transcend fads and trends; Strong management: We seek to partner with industry-leading executives who are visionary, results-driven and aligned with our long-term value creation thesis; Will benefit from public markets: Companies that can benefit from having a public currency to accelerate their growth trajectory over the long term and will offer an attractive risk-adjusted return to our shareholders; TABLE OF CONTENTS Multiple levers for sustainable growth: Companies that can benefit from our management team s expertise in driving growth, and the ability to increase penetration in existing markets, categories, and consumer segments, capitalize on untapped opportunities with respect to international expansion, channel diversification, and thoughtful product line expansions; Controlled risk: Companies that we believe have the ability to adapt as opportunities and challenges arise and that have multiple ways to win where the key risks we are underwriting are execution-based rather than existential in nature; and Financial profile and valuation: Companies with either proven or attractive future financial performance, or potential to enhance financial performance, and generate strong, sustainable cash flow. We seek companies that have a clear path to profitability through growing and predictable revenues and the ability to take on additional leverage with the appropriate risk and reward profile to generate strong shareholder returns. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials that we would file with the SEC. Our Acquisition Process In evaluating a potential target business, we expect to conduct a comprehensive due diligence review to seek to determine a company s quality and intrinsic value. Our due diligence review may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target company. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from either an independent investment banking firm that is a member of FINRA or an independent accounting firm that commonly renders valuation opinions for the type of company we are seeking to acquire that such an initial business combination is fair to our company from a financial point of view. Members of our management team, as well as our forward purchaser and CPC, may directly or indirectly own our securities following this offering and, accordingly, may have a conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial business combination. Further, our management team, as well as our forward purchaser and CPC, may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any management team members was included by a target business as a condition to any agreement with respect to such business combination. Our forward purchaser and CPC, together with their affiliates, are active investors and may present similar conflicts of interest. Past performance is not a guarantee of being able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may enter into or consummate. You should not rely on the performance of our management or the sponsor as indicative of our future performance. Additionally, certain of our directors, director nominees, advisory council members and officers, as well as those of our sponsor, forward purchaser and CPC, presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such director, director nominee, advisory council member or officer is or will be required to present a business combination opportunity. Accordingly, if any of our or our sponsor s directors, director nominees or officers becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual TABLE OF CONTENTS obligations to present such opportunity to such entity. Our sponsor, our forward purchaser and CPC and their affiliates are engaged in a number of businesses that may compete with us for acquisition opportunities. If these businesses decide to pursue any such opportunity or have existing investments in such opportunity, we may be precluded from pursuing such opportunities. Neither our sponsor, our forward purchaser and CPC or their affiliates nor, subject to their fiduciary duties under Cayman Islands law, any member of our management team have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our management team and our sponsor and its affiliates may choose to present potential business combinations to the related entities described above, current or future business ventures with which they are or may become involved, or third parties, before they present such opportunities to us. Our sponsor, officers, advisory council members and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. As a result, our sponsor, officers, advisory council members and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. For example, Mr. Wasserman is a director nominee for byNordic. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination given our access to a broad range of compelling consumer investment opportunities through the deep local networks of our sponsor, officers and directors. In addition, our sponsor, officers, advisory council members and directors are not required to commit any specified amount of time or resources to our affairs and, accordingly, will have conflicts of interest in allocating management time and resources among various business activities, including identifying potential business combinations and monitoring the related due diligence and completing our business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director, advisory council member, or an officer shall have any duty, except to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. In connection with the consummation of this offering, we will enter into a forward purchase agreement with our forward purchaser that will provide for the forward purchaser to commit to purchase, subject to the approval of its investment committee, due diligence and additional customary closing conditions, $50,000,000 of our Class A ordinary shares at $10.00 per share, in a private placement that will close concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchaser will not receive any Class B ordinary shares or warrants as part of the forward purchase agreement; the forward purchase shares will be identical to the Class A ordinary shares included in the units being sold in this offering, except that the forward purchase shares will be subject to certain transfer restrictions and have certain registration rights, as described herein. Initial Business Combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if our board of directors is less familiar or experienced with the target company s business, there is an amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, TABLE OF CONTENTS operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and our board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. Other Considerations We may, at our option, subject to applicable law, pursue an acquisition opportunity jointly with one or more entities affiliated with our sponsor, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares outstanding upon completion of this offering plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares. TABLE OF CONTENTS We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. These risks include, among others, investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors and we may not have adequate time to complete due diligence. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

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1	+ This summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making an investment decision. Before investing in our securities, you should read this entire document carefully, including our financial statements and the related notes included in this prospectus and the information set forth under the headings

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