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+-95- INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ACCUSTEM SCIENCES INC. Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 F-2 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2022 and 2021 F-3 Unaudited Condensed Statements of Changes in Stockholders Equity for the Three and Nine Months Ended September 30, 2022 and 2021 F-4 Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 F-6 Notes to Unaudited Condensed Consolidated Financial Statements as of September 30, 2022 F-7 Report of Independent Registered Public Accounting Firm (Mazars USA LLP, New York, New York, PCAOB ID 339) F-16 Consolidated Balance Sheets as of December 31, 2021 and 2020 F-17 Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2021 and for the period from June 5, 2020 (date of inception) to December 31, 2020 F-18 Consolidated Statements of Shareholders Equity for the year ended December 31, 2021 and for the period from June 5, 2020 (date of inception) to December 31, 2020 F-19 Consolidated Statements of Cash Flows for the year ended December 31, 2021 and for the period from June 5, 2020 (date of inception) to December 31, 2020 F-20 Notes to Consolidated Financial Statements F-21 F-1 ACCUSTEM SCIENCES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, 2022 December 31, 2021 ASSETS Current Assets Cash $1,331,960 $- Related party receivable - 1,353,373 Prepaid expenses 282,113 - Total Current Assets $1,614,073 $1,353,373 Equipment, net 8,585 - TOTAL ASSETS $1,622,658 $1,353,373 LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities Accounts payable $154,889 $388,681 Related party payable 108,806 190,838 Accrued expenses 349,183 123,181 Note Payable 212,056 - Total Current Liabilities 824,934 702,700 TOTAL LIABILITIES 824,934 702,700 Stockholders Equity Preferred stock $.001 par value; 10,000,000 shares authorized; none issued and outstanding $- $- Common stock $.001 par value; 150,000,000 shares authorized; 11,346,535 and 9,999,132 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 11,346 9,999 Additional paid-in capital 4,279,125 1,503,434 Related party subscription receivable - (204,879) Accumulated other comprehensive loss - 66,981 Accumulated deficit (3,492,747) (724,862) TOTAL STOCKHOLDERS EQUITY 797,724 650,673 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $1,622,658 $1,353,373 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-2 ACCUSTEM SCIENCES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) Three Months Ended September 30 Nine Months Ended September 30 2022 2021 2022 2021 OPERATING EXPENSES Research and development expenses $58,270 $14,125 $133,809 $46,869 General and administrative expenses 840,855 48,597 2,634,076 80,263 Total operating expenses 899,125 62,722 2,767,885 127,132 LOSS FROM OPERATIONS (899,125) (62,722) (2,767,885) (127,132) LOSS, BEFORE TAX (899,125) (62,722) (2,767,885) (127,132) Income tax benefit (expense) - - - - NET LOSS $(899,125) $(62,722) $(2,767,885) $(127,132) Net loss per share attributable to common stockholders, basic and diluted $(0.08) $(0.01) $(0.25) $(0.01) Weighted average common shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted 11,337,668 9,999,132 10,904,423 9,999,132 NET LOSS $(899,125) $(62,722) $(2,767,885) $(127,132) Translation adjustments - (33,433) - (16,347) COMPREHENSIVE LOSS $(899,125) $(96,155) $(2,767,885) $(143,479) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-3 ACCUSTEM SCIENCES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (UNAUDITED) For Three Months Ended September 30, 2022 Common Stock Additional Related Party Accumulated Other Number of Shares Amount Paid-in Capital Subscription Receivable Comprehensive Loss Accumulated Deficit Stockholders Equity Balance at June 30, 2022 11,337,571 $11,337 $4,232,851 - - $(2,593,622) $1,650,566 Share-based compensation - - 38,001 - - - 38,001 Exercise of common stock options 8,964 9 8,273 - - - 8,282 Net loss - - - - - (899,125) (899,125) Balance at September 30, 2022 11,346,535 $11,346 $4,279,125 - - $(3,492,747) $797,724 For Three Months Ended September 30, 2021 Common Stock Additional Related Party Accumulated Other Number of Shares Amount Paid-in Capital Subscription Receivable Comprehensive Income Accumulated Deficit Stockholders Equity Balance at June 30, 2021 9,999,132 $9,999 $1,482,174 $(208,928) $95,260 $(118,658) $1,260,207 Share-based compensation 21,260 21,260 Foreign currency translation adjustment - - (1,004) 5,078 (33,433) - (29,359) Net loss - - - - - (62,722) (62,722) Balance at September 30, 2021 9,999,132 $9,999 $1,502,430 $(203,850) $62,187 $(181,380) $1,189,386 F-4 For Nine Months Ended September 30, 2022 Common Stock Additional Related Party Accumulated Other Number of Shares Amount Paid-in Capital Subscription Receivable Comprehensive Income Accumulated Deficit Stockholders Equity Balance at December 31, 2021 9,999,132 $9,999 $1,503,434 $(204,879) $66,981 $(724,862) $650,673 Share-based compensation - - 92,629 - - - 92,629 Issuance of common stock 1,337,970 1,338 2,674,602 - - - 2,675,940 Receipt of subscription receivable - - - 204,879 - - 204,879 Exercise of common stock options 9,433 9 8,460 - - - 8,469 Foreign currency translation adjustment - - - - (66,981) - (66,981) Net loss - - - - - (2,767,885) (2,767,885) Balance at September 30, 2022 11,346,535 $11,346 $4,279,125 - - $(3,492,747) $797,724 For Nine Months Ended September 30, 2021 Common Stock Additional Related Party Accumulated Other Number of Shares Amount Paid-in Capital Subscription Receivable Comprehensive Income Accumulated Deficit Stockholders Equity Balance at December 31, 2020 9,999,132 $9,999 $1,482,174 $(206,663) $78,534 $(54,248) $1,309,796 Share-based compensation 21,260 21,260 Foreign currency translation adjustment - - (1,004) 2,813 (16,347) - (14,538) Net loss - - - - - (127,132) (127,132) Balance at September 30, 2021 9,999,132 $9,999 $1,502,430 $(203,850) $62,187 $(181,380) $1,189,386 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-5 ACCUSTEM SCIENCES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Nine Months Ended September 30 2022 2021 Operating Activities Net loss (2,767,885) (127,132) Adjustments to reconcile net income to net cash provided by operating activities Foreign currency translation (66,981) (14,538) Depreciation 2,414 - Share-based compensation 92,629 21,260 Change in operating assets and liabilities: Related party receivable 1,353,373 18,586 Prepaid expenses 157,009 - Accounts payable (233,791) 41,414 Related party payable (82,033) 60,983 Accrued expenses 229,940 (573) Net cash used in operating activities (1,315,325) - Investing Activities Purchases of equipment (10,999) - Net cash used in investing activities (10,999) - Financing Activities Proceeds from receipt of subscription receivable 204,879 - Proceeds from issuance of common stock 2,675,940 - Proceeds from exercise of options 8,469 Payments on note payable (231,004) - Net cash provided by financing activities 2,658,284 - Increase in cash 1,331,960 - Cash, beginning of year - - Cash, end of year 1,331,960 - Supplemental disclosure of noncash investing and financing activities Issuance of Note Payable for payment of prepaid expense 439,122 - Shares issued for the demerger agreement of StemprintER/ Related party receivable Shares issued for the associated supplemental demerger agreement of StemprintER/ Related party subscription receivable Supplemental cash flow information Cash paid for interest 5,726 - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-6 ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. NATURE OF

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+TAX CONSEQUENCES The tax consequences of the Exchange Offer are complex and will vary depending on your particular facts and circumstances. The U.S. federal income tax consequences to you of participating in the Exchange Offer are complex and will vary depending on certain facts and circumstances. We intend to treat the exchange of the Shares for the Trust Preferred Securities as a recapitalization pursuant to Section 368(a)(1)(E) of the Code. Assuming the exchange is so treated, you generally will recognize gain for U.S. federal income tax purposes equal to the excess, if any, of the fair market value of the Trust Preferred Securities received in the exchange (including any fractional share) over your tax basis in the Shares. You will not be able to recognize any loss realized in the recapitalization (except with respect to cash received in lieu of a fractional share). Cash received in lieu of a fractional share will generally be treated as received in exchange for the fractional share, and you will generally recognize the gain or loss thereon. Please see Exchange Offer Section 13. Because the U.S. federal income tax consequences of the Exchange Offer are complex, you are urged to consult with your own tax advisor. MARKET AND INDUSTRY DATA In this prospectus, we rely on and refer to information and statistics regarding our industry. Where possible, we obtained this information and these statistics from third party sources, such as independent industry publications, government publications or reports by market research firms, including company research, trade interviews, and public filings with the SEC. Additionally, we have supplemented third party information where necessary with management estimates based on our review of internal surveys, information from our customers and vendors, trade and business organizations and other contacts in markets in which we operate, and our management s knowledge and experience. However, these estimates are subject to change and are uncertain due to limits on the availability and reliability of primary sources of information and the voluntary nature of the data gathering process. As a result, you should be aware that industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. NOTICE TO INVESTORS We have no contract, arrangement or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the Exchange Offer. No dealer, salesman or other person has been authorized to give any information or to make any representations with respect to the matters described in the Exchange Offer, other than those contained in, or incorporated by reference into, the Exchange Offer. If given or made, such information or representations may not be relied upon as having been authorized by us. In making an investment decision, holders must rely on their own examination of us and the terms of the Exchange Offer, including the merits and risks involved. The information contained in the Exchange Offer is correct in all material respects as of the date hereof. Neither the delivery of this prospectus with respect to the Trust Preferred Securities nor the consummation of the Exchange Offer will create the implication that the information contained herein is correct at any time after the date hereof however, if a material change occurs in the information contained in this prospectus, we will disseminate promptly disclosure of the change to you. Our business, financial condition, results of operations and prospects may change after that date. No representation is made to any holder regarding the legality of an investment in the Trust Preferred Securities under any applicable legal investment or similar laws or regulations. The contents of this prospectus are not to be construed as legal, financial or tax advice. Holders should consult their own attorneys, financial advisors or tax advisors as to legal, financial or tax advice with respect to the Exchange Offer. Questions regarding the Exchange Offer, requests for assistance in tendering your shares of Common Stock or requests for additional copies of this prospectus or the Letter of Transmittal should be directed to the Company s Information Agent, D.F. King Co., Inc., toll-Free (800) 848-340. Holders of shares of Common Stock may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the Exchange Offer. PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before deciding to invest in our securities, you should read this entire prospectus carefully, including the section of this prospectus entitled Risk Factors. Air T, Inc. and Air T Funding Overview Air T, Inc. (the Company, Air T, we or us or our ) is a holding company with a portfolio of operating businesses and financial assets. Our goal is to prudently and strategically diversify Air T s earnings power and compound the growth in its free cash flow per share over time. We currently operate in four industry segments Overnight air cargo, which operates in the air express delivery services industry Ground equipment sales, which manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers Commercial jet engines and parts, which manages and leases aviation assets supplies surplus and aftermarket commercial jet engine components provides commercial aircraft disassembly part-out services commercial aircraft parts sales procurement services and overhaul and repair services to airlines and Corporate and other, which acts as the capital allocator and resource for other consolidated businesses. Further, Corporate and other is also comprised of insignificant businesses that do not pertain to other reportable segments. Each business segment has separate management teams and infrastructures that offer different products and services. The following table provides segment operating income for each of the last two fiscal years. (Dollars in thousands) Fiscal Year Ended March 31, 2023 2022 Overnight Air Cargo $90,543 $74,409 Ground Equipment Sales 48,485 42,239 Commercial Jet Engines and Parts 101,737 57,689 Corporate and other 6,558 2,740 $247,323 $177,077 Air T Funding Air T Funding (the Trust ) is a statutory business trust formed under Delaware law pursuant to (i) the Trust Agreement and (ii) the filing of a certificate of trust with the Delaware Secretary of State on September 28, 2018. Air T Funding s business and affairs are conducted by the Property Trustee, Delaware Trustee and two individual Administrative Trustees who are officers of the Company. Air T Funding exists for the exclusive purposes of (i) issuing and selling the Trust Preferred Securities, (ii) using the proceeds from the sale of the Trust Preferred Securities to acquire the Junior Subordinated Debentures issued by the Company, and (iii) engaging in only those other activities necessary, advisable or incidental thereto (such as registering the transfer of the Trust Preferred Securities). Accordingly, the Junior Subordinated Debentures are the sole assets of Air T Funding, and payments by the Company under the Junior Subordinated Debentures and the Expense Agreement are the sole revenues of Air T Funding. All of the Common Securities of the Trust are owned by the Company. The Common Securities rank pari passu, and payments will be made thereon pro rata, with the Trust Preferred Securities, except that upon the occurrence and during the continuance of an event of default under the Trust Agreement, as amended resulting from an event of default under the Indenture, the rights of the Company as holder of the common securities to payment in respect of distributions and payments upon liquidation, redemption or otherwise will be subordinated to the rights of the holders of the Trust Preferred Securities. See Description of Trust Preferred Securities, Junior Subordinated Debentures and Guarantee -- Subordination of Common Securities of Air T Funding Held by the Company. Air T Funding has a term of 30 years, but may terminate earlier as provided in the Trust Agreement, as amended. The Trust Agreement was most recently amended on March 3, 2021 and on January 28, 2022 and currently allows the issuance of up to $100,000,000 of Trust Preferred Securities. As of the date of this prospectus, there are $31,002,125 in Trust Preferred Securities outstanding. Additional Information Air T, Inc. was incorporated under the laws of the State of Delaware in 1980. The principal place of business of Air T and of Air T Funding is 11020 David Taylor Drive, Suite 305, Charlotte NC, 28262. We maintain an internet website at http www.airt.net and our SEC filings may be accessed through links on our website. The information on our website is available for information purposes only and is not incorporated by reference into, and does not constitute a part of, this prospectus. Exchange Offer We are making the Exchange Offer because the Company believes it is in the best interest of the Company to repurchase shares of its common stock and that at this time the Exchange Offer described in this Exchange Offer is a prudent and effective way to do so and to provide value and offer our stockholders the opportunity to exchange their Shares for a security that is traded on a national securities exchange that currently pays an 8.0% annual distribution. We believe an Exchange Offer at the exchange ratio offered will provide value to our stockholders. Conversely, the Exchange Offer also affords stockholders the option not to participate and, thereby, to increase their relative percentage interest in the Company and its future results. In addition, our Board believes the Exchange Offer provides stockholders with an opportunity to exchange their shares for securities that currently pays a distribution that is traded on a national securities exchange, without potential disruption to the share price and the usual transaction costs inherent in open market purchases and sales. The Board may consider undertaking additional offer(s) based upon a variety of factors, including the performance of the market price of the Shares. See Exchange Offer - Section 2. Current holders of Shares will be able to tender their Shares and receive 1.40 Trust Preferred Securities for each Share validly tendered in Exchange Offer. You should read the discussions under the headings Purpose of the Exchange Offer Certain Effects of the Exchange Offer and Procedures for Tendering Shares included in the Exchange Offer, respectively, for more information about the Exchange Offer. Exchange Offer Until the Expiration Date, holders can tender Shares in exchange for 1.40 Trust Preferred Securities for each Share validly tendered. A holder may tender as few or as many Shares as the holder elects. Shares may only be exchanged for whole Trust Preferred Securities. In lieu of issuing fractional Trust Preferred Securities, any holder of Shares who would otherwise have been entitled to receive fractional Trust Preferred Securities will, after aggregating all such fractional Trust Preferred Securities of such holder, be paid cash (without interest) in an amount equal to such fractional part of a Trust Preferred Securities Share multiplied by the last sale price of the Trust Preferred Securities on The NASDAQ Global Market on the last trading day prior to the Expiration Date. Expiration Date The Exchange Offer will expire on the Expiration Date, which is at 5 00 p.m., eastern time, on _______ ___, 2023 unless extended by us at our sole discretion. Procedure for Participating in the Exchange Offer In all cases, the issuance of Trust Preferred Securities pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of the Shares, the Letter of Transmittal (or a facsimile thereof) properly completed and duly executed and any required signature guarantees and other documents required by the Letter of Transmittal. In lieu of physically completing and signing the Letter of Transmittal and delivering it to the Exchange Agent, DTC participants may electronically transmit their acceptance of the Exchange Offer through DTC s automated tender offer program, for which the transaction will be eligible. By signing or agreeing to be bound by the Letter of Transmittal and other required documents, you will represent to us that, among other things any Trust Preferred Securities that you receive will be acquired in the ordinary course of your business you have no arrangement or understanding with any person to participate in the distribution of the Trust Preferred Securities you are not our affiliate, as defined in Rule 405 under the Securities Act if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the Trust Preferred Securities and if you are a broker-dealer, that you will receive Trust Preferred Securities for your own account in exchange for Shares that were acquired as a result of market-making activities or other trading activities and that you will deliver a prospectus in connection with any resale of such Trust Preferred Securities. Procedures for Tendering Units Through a Custodian If you are a beneficial owner of Shares, but the holder of such Shares is a custodial entity such as a bank, broker, dealer, trust company or other nominee, and you seek to tender your Shares pursuant to the Exchange Offer, you must provide appropriate instructions to such holder of the Shares in order to participate through DTC s automated tender offer program with respect to such Shares. Withdrawal of Participation in the Exchange Your right to tender any Shares pursuant to the Exchange Offer will expire at the Expiration Date. Return of Shares If we do not accept any Shares tendered in the Exchange Offer for any reason described in the terms and conditions of the Exchange Offer or if any Shares tendered are withdrawn pursuant to the terms of the Exchange Offer, we will return such Shares without expense to the exercising holder. Conditions to the Exchange Offer The Exchange Offer is subject to certain customary conditions, which we may amend or waive. We have the right, in our sole discretion, to terminate or withdraw the Exchange Offer if any of the conditions described in this prospectus are not satisfied or waived. See Exchange Offer Section 7. Exchange Agent Information Agent D.F. King Co., Inc. is serving as the Exchange Agent and Information Agent in connection with the Exchange Offer. Questions or requests for assistance, or for additional copies of the Exchange Offer documents, Letter of Transmittal or other materials should be directed to D.F. King Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005. Depositary Equiniti Trust Company, LLC is serving as the Depositary in connection with the Exchange Offer. Deliveries should be addressed to Equiniti Trust Company, LLC c o Reorganization Department, 6201 15th Avenue, Brooklyn, NY 11219. United States Federal Income Tax Considerations We recommend that you consult with your own tax advisor with regard to the possibility of any federal, state, local or other tax consequences of the Exchange Offer. See Exchange Offer Section 13 for a discussion of the material U.S. Federal Income Tax Consequences of participating in the Exchange Offer. Registration The Trust Preferred Securities issued at the closing will be registered pursuant to this registration statement. Risk Factors See Risk Factors and other information included in this prospectus for a discussion of factors you should consider carefully before investing pursuant to the terms of this prospectus. Trust Preferred Securities Issued in the Exchange In exchange for Shares tendered pursuant to the terms of the Exchange Offer, the Air T Funding will issue Trust Preferred Securities in book-entry form. The material provisions of the Trust Preferred Securities are set forth herein but are only a summary and are qualified in their entirety by the provisions of the Trust Agreement, as amended and the other governing documents of the Trust, which have been filed as exhibits to this registration statement, of which this prospectus forms a part. Copies of these documents are also available to security holders of the Company and prospective investors upon request. Issuer Air T Funding, a Delaware statutory trust. Securities offered Up to 193,200 shares of the Air T Funding s Alpha Income Trust Preferred Securities (also referred to as the 8.0% Cumulative Securities), par value $25.00 per share (the Trust Preferred Securities ). Risk factors See Risk Factors and other information included in this prospectus for a discussion of factors you should consider carefully before investing pursuant to the terms of this prospectus. The Trust Preferred Securities will be registered pursuant to this registration statement at the time the Trust Preferred Securities are issued. The Trust Preferred Securities will be listed on The NASDAQ Global Market under the symbol AIRTP. Who is offering to purchase my shares We, Air T, Inc. are offering to exchange your shares of Air T, Inc. common stock, par value $0.25 per share (the Shares ) for shares of Air T Funding s Alpha Income Trust Preferred Securities (also referred to as the 8.0% Cumulative Securities) par value $25.00 per share (the Trust Preferred Securities ). Air T Funding is a wholly-owned subsidiary of Air T. See Exchange Offer - Section 1. What will be the Exchange Ratio for the shares We are offering to exchange up to 138,000 Shares, upon the terms and subject to the conditions of the Exchange Offer, at an exchange ratio of one Share for 1.40 Trust Preferred Securities, less any applicable withholding taxes and without interest. A minimum of at least 25,000 Shares must be tendered in the Exchange Offer. A maximum of 193,200 Trust Preferred Securities may be issued in the Exchange Offer. What will be the form of exchange If your Shares are exchanged in the Exchange Offer, you will receive that 1.40 Trust Preferred Securities for each Share validly tendered pursuant to the Exchange Offer plus cash for any fractional Trust Preferred Securities, less any applicable withholding taxes and without interest. The applicable number of Trust Preferred Securities will be issued promptly after the expiration of the Exchange Offer period. See Exchange Offer - Section 5. How many Shares will the Company acquire in the Exchange Offer We will acquire up to 138,000 Shares, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn pursuant to the Exchange Offer. Assuming that the conditions to the Exchange Offer are satisfied or waived and the Exchange Offer is fully subscribed, we would acquire 138,000 Shares, representing approximately 4.9% of our outstanding Shares as of the date of this Exchange Offer and Air T Funding would issue 193,200 Trust Preferred Securities. The Exchange Offer is conditioned on a minimum number of 25,000 Shares being tendered. See Exchange Offer - Section 7. How will the Company exchange the shares We will cause Air T Funding to issue Trust Preferred Securities in the Exchange Offer and use our available cash on hand to pay for fractional Trust Preferred Securities in order to exchange shares in the Exchange Offer and to pay related expenses. See Exchange Offer - Section 9. The Trust Preferred Securities to be delivered in the Exchange Offer will be registered with the Commission and currently trade on Nasdaq under the trading symbol AIRTP. How long do I have to tender my Shares You may tender your Shares until the Exchange Offer expires. The Exchange Offer will expire on _______ ___, 2023, at 5 00 P.M., Eastern Time, unless we extend or withdraw the Exchange Offer (such date and time, as the same may be extended, the Expiration Date ). We may choose to extend the Exchange Offer for any reason. We cannot assure you that the Exchange Offer will be extended or, if extended, for how long. See Exchange Offer - Sections 1 and 14. If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it is likely that such nominee has an earlier deadline for accepting the Exchange Offer. Accordingly, beneficial owners wishing to participate in the Exchange Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Exchange Offer. Can the Exchange Offer be extended, amended or terminated, and under what circumstances We can extend or amend the Exchange Offer in our sole discretion. If we extend the Exchange Offer, we will delay the acceptance of any Shares that have been tendered. We can terminate the Exchange Offer under certain circumstances. See Exchange Offer - Sections 7 and 14. How will I be notified if the Company extends the Exchange Offer or amends the terms of the Exchange Offer We will issue a press release no later than 9 00 a.m., Eastern Time, on the business day after the previously scheduled expiration date if we decide to extend the Exchange Offer. We will announce any amendment to the Exchange Offer by making a public announcement of the amendment. In the event that the terms of the Exchange Offer are amended, we will file a Form 8-K with the Commission and include the amendment to our Exchange Offer. See Exchange Offer - Section 14. What is the purpose of the Exchange Offer The Board determined that it is in the best interest of the Company to repurchase shares of its common stock and that at this time the Exchange Offer described in this Exchange Offer is a prudent and effective way to do so and to provide value and offer our stockholders the opportunity to exchange their shares for a security that is traded on a national securities exchange that currently pays an 8.0% annual distribution. We believe an Exchange Offer at the Exchange Ratio offered will provide value to our stockholders. Conversely, the Exchange Offer also affords stockholders the option not to participate and, thereby, to increase their relative percentage interest in the Company and its future results. In addition, our Board believes the Exchange Offer provides stockholders with an opportunity to exchange their shares for securities that currently pay a distribution that are traded on a national securities exchange, without potential disruption to the share price and the usual transaction costs inherent in open market purchases and sales. The Board may consider undertaking additional offer(s) based upon a variety of factors, including the performance of the market price of the Shares. See Exchange Offer - Section 2. Are there any conditions to the Exchange Offer Yes. Our obligation to accept and exchange Trust Preferred Securities for your tendered Shares depends on a number of conditions, including, but not limited to A minimum of 25,000 Shares are tendered in the Exchange Offer. No legal action shall have been threatened, instituted or pending that challenges or relates to the Exchange Offer or that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or otherwise), assets, income, operations or prospects or otherwise materially impair the contemplated future conduct of our business or our ability to exchange Shares in the Exchange Offer. No general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payment in respect of banks in the United States shall have occurred. No commencement or escalation of war, armed hostilities, or other international or national calamity, including, but not limited to, an act of terrorism, shall have occurred. No changes in the general political, market, economic or financial conditions in the United States or abroad that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or otherwise), assets, income, operations or prospects. No decline shall have occurred in the market price for our Shares or the Trust Preferred Securities or in the Dow Jones Industrial Average, New York Stock Exchange Index, Nasdaq Composite Index or the Standard and Poor s 500 Composite Index by more than 10% from the close of business on _________ ___, 2023, the business day prior to the announcement by the Company of the commencement of the Exchange Offer. No tender or exchange offer for any or all of our Shares (other than this Exchange Offer) shall have been proposed, announced or made by any person or shall have been publicly disclosed other than in the ordinary course of business. No change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the Exchange Offer, shall have occurred. In addition, the Exchange Offer is condition on the registration of the Trust Preferred Securities to be delivered in the Exchange Offer with the Commission. The Exchange Offer is subject to a number of other conditions described in greater detail in Exchange Offer - Section 7. How do I tender my shares To tender your shares, prior to 5 00 P.M. Eastern Time, on _______ ___, 2023, unless the Exchange Offer is extended if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact such nominee and have such nominee tender your Shares for you if you hold certificates in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your Shares and any other documents required by the Letter of Transmittal, to the Depositary at its address shown on the Letter of Transmittal or if you are an institution participating in The Depository Trust Company ( DTC ), which we refer to as the Book-Entry Transfer Facility, tender your Shares according to the procedure for book-entry transfer described in Exchange Offer - Section 3. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Exchange Offer. Accordingly, beneficial owners wishing to participate in the Exchange Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Exchange Offer. If you want to tender your Shares, but your certificates for the Shares are not immediately available or cannot be delivered to the Depositary, you cannot comply with the procedure for book-entry transfer or you cannot deliver the other required documents to the Depositary by the Expiration Date of the Exchange Offer, you will not be able to tender your Shares. This can occur, for example, if you purchased shares of our common stock at, or within one or two days of, the Expiration Date, not allowing sufficient time for such purchase transaction to settle. There are no guaranteed delivery procedures available under the terms of this offer as an alternative delivery mechanism. How will the Exchange Offer affect the number of our Shares and the number of Trust Preferred Securities outstanding As of June 30, 2023, we had 2,817,754 outstanding Shares. If the conditions to the Exchange Offer are satisfied or waived and the Exchange Offer is fully subscribed at the maximum amount, we will have 2,679,754 Shares outstanding immediately following the exchange of Shares tendered in the Exchange Offer, representing an approximate 4.9% reduction in the number of outstanding Shares. The actual number of Shares outstanding immediately following completion of the Exchange Offer will depend on the number of Shares tendered and exchanged in the Exchange Offer. See Exchange Offer - Section 2. As of June 30, 2023, there were 1,240,085 Trust Preferred Securities outstanding (includes 200,000 shares held by affiliated entities). If the conditions to the Exchange Offer are satisfied or waived and the Exchange Offer is fully subscribed, Air T Funding will have 1,433,285 Trust Preferred Securities outstanding immediately following the exchange of shares tendered in the Exchange Offer, representing an approximate 15% increase in the number of outstanding Trust Preferred Securities. The actual number of Trust Preferred Securities outstanding immediately following completion of the Exchange Offer will depend on the number of Shares tendered and exchanged in the Exchange Offer. Stockholders who do not have their Shares exchanged in the Exchange Offer will realize a proportionate increase in their relative ownership interest in the Company following the exchange of Shares pursuant to the Exchange Offer. See Exchange Offer - Section 2. Can I change my mind after I have tendered Shares in the Exchange Offer Yes. You may withdraw any Shares you have tendered at any time before the expiration of the Exchange Offer, which will occur at 5 00 p.m. Eastern Time, on _______ ___, 2023, unless we extend or withdraw it. See Exchange Offer - Section 4. How do I withdraw Shares I previously tendered You must deliver on a timely basis a written or facsimile notice of your withdrawal to the Depositary at the address appearing on the back cover of this Exchange Offer. Your notice of withdrawal must specify your name, the number of Shares to be withdrawn and the name of the registered holder of such Shares. Some additional requirements apply if the certificates for Shares to be withdrawn have been delivered to the Depositary or if your Shares have been tendered under the procedure for book-entry transfer set forth in Exchange Offer - Section 3. In what order will the Company exchange tendered Shares If the terms and conditions of the Exchange Offer have been satisfied or waived and 138,000 Shares are properly tendered and not properly withdrawn prior to the Expiration Date, we will acquire up to 138,000 Shares properly tendered and not properly withdrawn. If less than 138,000 Shares (and more than 25,000 Shares) are tendered, we will exchange all of the Shares at the exchange ratio of 1.40 Trust Preferred Securities per Share. If the conditions to the Exchange Offer have been satisfied or waived and more than 138,000 Shares have been properly tendered and not properly withdrawn prior to the Expiration Date, we will exchange Shares first, subject to the conditional tender provisions described in Exchange Offer - Section 6, on a pro rata basis from all other stockholders who properly tender Shares and do not properly withdraw them before the expiration of the Exchange Offer and second, if necessary to permit us to exchange up to 138,000 Shares, from holders who have tendered Shares conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for exchange by random lot, stockholders whose Shares are conditionally tendered must have properly tendered all of their Shares and not properly withdrawn them before the expiration of the Exchange Offer. Therefore, we may not exchange all of the Shares that you tender. See Exchange Offer - Section 1. Has the Company or its Board adopted a position on the Exchange Offer While our Board has authorized the Exchange Offer, it has not, nor has the Company, the Information Agent or the Depositary made, any recommendation to you as to whether you should tender or refrain from tendering your Shares. We cannot predict how our stock or the Trust Preferred Securities will trade after expiration of the Exchange Offer, and it is possible that our stock price will trade above the exchange ratio or that the Trust Preferred Securities will trade below the exchange price after expiration of the Exchange Offer. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender. In doing so, you should read carefully all of the information in this Exchange Offer, in the related Letter of Transmittal and in the other exchange offer materials. Will the Company s directors and executive officers tender Shares in the Exchange Offer The Company s directors and executive officers are entitled to participate in the Exchange Offer on the same basis as other stockholders. See Exchange Offer - Section 11. If I decide not to tender, how will the Exchange Offer affect my Shares Stockholders who choose not to tender will own a greater percentage interest in our outstanding shares of common stock following the completion of the Exchange Offer. When and how will the Company complete the Share exchange We will cause Air T Funding to issue Trust Preferred Securities to stockholders that tender Shares and we will pay in cash any amounts necessary to pay for fractional Trust Preferred Securities, less any applicable withholding taxes and without interest. The exchange of shares will occur promptly after the expiration of the Exchange Offer and the acceptance of the Shares for exchange, by depositing the Trust Preferred Securities and the aggregate purchase price with the Depositary. The Depositary will act as your agent and will transmit to you the Trust Preferred Securities and any payment for fractional shares. See Exchange Offer - Section 5. What is a recent market price for the Shares and the Trust Preferred Securities On July 21, 2023, the last reported sale price of the Shares on the Nasdaq was $23.98 per share. On July 21, 2023, the last reported sale price of the Trust Preferred Securities on the Nasdaq was $21.72 per share. You are urged to obtain current market quotations for the shares. See Exchange Offer - Section 8. Will I have to pay brokerage fees and commissions if I tender my Shares If you are a holder of record of your Shares and you tender your Shares directly to the Depositary, you will not incur any brokerage fees or commissions. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee and such nominee tenders Shares on your behalf, such nominee may charge you a fee for doing so. We urge you to consult your broker or other nominee to determine whether any charges will apply. See Exchange Offer - Sections 5 and 16. Does the Company intend to repurchase any Shares other than pursuant to the Exchange Offer during or after the Exchange Offer The Company s Board approved an open-market share repurchase program, which allows the Company to opportunistically buy back Shares in the market from time to time at prevailing market prices. However, we and our affiliates are prohibited from purchasing any Shares or Trust Preferred Securities, other than exchanging Shares for Trust Preferred Securities pursuant to the Exchange Offer, until at least ten business days after the expiration of the Exchange Offer. Beginning ten business days after the Expiration Date of the Exchange Offer, we may make stock repurchases from time to time on the open market and or in private transactions. Whether we make additional repurchases will depend on many factors, including, without limitation, the number of Shares, if any, that we acquire in this Exchange Offer, our business and financial performance and situation, the business and market conditions at the time, including the price of the Shares, and such other factors as we may consider relevant. Upon commencement of the Exchange Offer, the Company suspended a 10b5-1 trading plan that provides for the repurchase of shares of common stock. The plan terminates December 31, 2023 and provides for the repurchase of up to $50,000 a week of common stock following July 1, 2023. The program and prior repurchase authorization does not obligate the Company to acquire any specific number of Shares and may be suspended, terminated or modified at any time. Any of these repurchases may be on the same terms or on terms that are more or less favorable to the stockholders in those transactions than the terms of the Exchange Offer. What are the U.S. federal income tax consequences if I tender my Shares Generally, the U.S. federal income tax consequences to you of participating in the Exchange Offer are complex and will vary depending on certain facts and circumstances. We intend to treat the exchange of the shares for the Trust Preferred Securities as a recapitalization pursuant to Section 368(a)(1)(E) of the Code. Assuming the exchange is so treated, you generally will recognize gain for U.S. federal income tax purposes equal to the excess, if any, of the fair market value of the Trust Preferred Securities received in the exchange (including any fractional share) over your tax basis in the Shares. You will not be able to recognize any loss realized in the recapitalization (except with respect to cash received in lieu of a fractional share). Cash received in lieu of a fractional share will generally be treated as received in exchange for the fractional share, and you will generally recognize the gain or loss thereon. Please see Exchange Offer Section 13. Because the U.S. federal income tax consequences of the Exchange Offer are complex, you are urged to consult with your own tax advisor. Will I have to pay stock transfer tax if I tender my Shares If you hold your Shares in street name through a broker or other nominee, or instruct the Depositary in the Letter of Transmittal to issue shares and make any payment necessary for the Shares to the registered holder, you will not incur any stock transfer tax. See Exchange Offer - Section 5. Have there been any recent developments of which I should be aware For a description of recent developments of the Company and Air T Funding, please refer to our Forms 10-K and 10-K A filed for such fiscal year ended March 31, 2023 and our Definitive Proxy Statement for our Annual Meeting of Stockholders scheduled for August 16, 2023. We have also filed Current Reports on Form 8-K on July 27, 2023 and August 21, 2023. See Where You Can Find More information and Incorporation of Certain Documents by Reference.

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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 the section of this prospectus entitled 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, company or our company are to Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company; amended and restated memorandum and article of association are to the second amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; board of directors are to the board of directors of the company (including our director nominees who will become directors in connection with the consummation of this offering); Class A Ordinary Shares are to our Class A Ordinary Shares of par value $0.0001 per share in the share capital of the company; Class B Ordinary Shares are to our Class B Ordinary Shares of par value $0.0001 per share in the share capital of the company; Companies Act are to the Companies Act (As Revised) of the Cayman Islands, as the same may be amended from time to time; directors are to our current directors and director nominees; founder shares are to our Class B Ordinary Shares initially purchased by our sponsor in a private placement prior to this offering, and our Class A Ordinary Shares issuable upon the conversion thereof as provided herein; management or our management team are to our officers and directors; Non-Executive Chairman are to the director on a board of directors of a company organized under the laws of the Cayman Islands that assumes the roles and responsibilities typically associated with a chairman of a board of directors, but is neither an officer nor formally appointed as chairman of the board of directors of such company under Cayman Islands law; Ordinary Shares are to our Class A Ordinary Shares and our Class B Ordinary Shares, collectively; placement shares are to the shares being purchased by our sponsor and Cantor in the private placement; private placement are to the private placement to our sponsor and Cantor of an aggregate of 543,000 placement shares (up to 595,500 placement shares if the over-allotment option is exercised in full) at a price of $10.00 per placement share, for an aggregate purchase price of $5,430,000 (up to $5,955,000 if the over-allotment option is exercised in full), which will occur simultaneously with the completion of 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 and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and member of our management team s status as a public shareholder shall only exist with respect to such public shares; public warrants or warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market); representative or Cantor are to Cantor Fitzgerald & Co., the representative of the underwriters in this offering; TABLE OF CONTENTS PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION, DATED APRIL 28, 2023 Alchemy Investments Acquisition Corp 1 $100,000,000 10,000,000 Units Alchemy Investments Acquisition Corp 1 is a special purpose acquisition company incorporated under the laws of the Cayman Islands as an exempted company for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination throughout this prospectus. 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. While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to look at deep technology with a focus on data analytics. We plan to focus on companies acquiring, processing, analyzing, and utilizing data acquired from a variety of systems and sources. This data may be used to enable and deliver applications such as: remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, and their adjacent industries. 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 as described herein. Each whole warrant will become exercisable on the later of: (i) thirty (30) days after the completion of an initial business combination and (ii) one (1) year from the date of this prospectus, and will expire five (5) years after the completion of an initial business combination, or earlier upon redemption. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,500,000 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 upon the completion of our initial business combination, subject to the limitations described herein. We have 18 months from the closing of this offering to consummate our initial business combination. If we anticipate that we may not be able to consummate our initial business combination within such 18 month period, we may seek shareholder approval of the amendments to our second amended and restated memorandum and articles of association (which we refer to as our amended and restated memorandum and articles of association throughout this prospectus) for any extension beyond 18 months at a meeting called for such purpose. Public shareholders will be offered the opportunity to vote on and redeem their shares in connection with any such extension. If we are unable to complete our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Alchemy DeepTech Capital LLC, has agreed to purchase an aggregate of 493,000 placement shares (or 538,000 placement shares if the over-allotment option is exercised in full) at a price of $10.00 per placement share, for an aggregate purchase price of $4,930,000 (or $5,380,000 if the over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Cantor Fitzgerald & Co. ( Cantor ) has also agreed to purchase an aggregate of 50,000 placement shares (or 57,500 placement shares if the over-allotment option is exercised in full) at a price of $10.00 per placement share, for an aggregate purchase price of $500,000 (or $575,000 if the over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The placement shares purchased by our sponsor and Cantor are identical to the Class A Ordinary Shares included in the units sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor owns 2,875,000 of our Class B Ordinary Shares (up to 375,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into Class A Ordinary Shares at any time at the option of the holders thereof and at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment as described herein. On all matters submitted to a vote of our shareholders, holders of our Class A Ordinary Shares and holders of our Class B Ordinary Shares will vote together as a single class, except as required by the laws of the Cayman Islands. TABLE OF CONTENTS sponsor are to Alchemy DeepTech Capital LLC, a Delaware limited liability company; underwriters are to the underwriters of this offering, for which the representative is acting as representative; and 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. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly-organized blank check company incorporated on October 27, 2021 as a Cayman Islands exempted company for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. 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 an initial business combination opportunity in any business, industry, sector or geographical location, we intend to look at deep technology with a focus on data analytics. We plan to focus on companies acquiring, processing, analyzing, and utilizing data acquired from a variety of systems and sources. This data may be used to enable and deliver applications such as: remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, and their adjacent industries. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. Our Management Team We will seek to capitalize on the experience and networks of our management team. Our team consists of seasoned and experienced professionals who have experience in equity investments, finance, business operations and management, as well as deal negotiation. We believe our team has the ability to source attractive deals and find good investment opportunities from private and public sources in their networks. Other members of our management also have extensive experience in sourcing and evaluating potential investment targets, and have developed a proprietary network of business leaders, investors and intermediaries that we believe can generate deal flow for us. Our management team is led by Steven M. Wasserman, our Non-Executive Chairman, Mattia Tomba and Vittorio Savoia, our Co-Chief Executive Officers ( co-CEOs ), and Harshana Sidath Jayaweera, our Chief Financial Officer. Steven M. Wasserman is the co-founder and managing partner of Alchemy Investment Management, an affiliate of our sponsor, and has been our director since November 19, 2021 and our Non-Executive Chairman since November 2022. Mr. Wasserman has been a principal in MSP Sports Capital, LP., an investment fund specializing in professional sports businesses, since 2019. He served as Vice Chairman of The Roosevelt Investment Group, Inc. an investment advisory firm, from 2018 to 2021 and was previously Chief Executive Officer of Seaport Investment Management, LLC, an investment management firm, from 2015 to 2018 and helped Seaport develop new investment strategies during his tenure. Since 2017, Mr. Wasserman has been a senior advisor to a New York based hedge fund with respect to special situations/ credit opportunity investments and has also been an advisor to BlockWorks Group, LLC, a blockchain/ cryptocurrency communications company. From 2011 to 2014 he was Senior Managing Director of the Beige Group, LLC, a family office where he was responsible for identifying, analyzing and executing investment TABLE OF CONTENTS Currently, there is no public market for our units, Class A Ordinary Shares or warrants. We intend to apply to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol ALCYU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A Ordinary Shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor, the representative of the underwriters of this offering, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A Ordinary Shares and warrants will be listed on Nasdaq under the symbols ALCY and ALCYW, respectively. 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 33 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 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. Per Unit Total ($) Public offering price 10.00 100,000,000 Underwriting discounts and commissions(1) 0.65 6,500,000 Proceeds, before expenses, to Alchemy Investments Acquisition Corp 1 9.35 93,500,000 Note: (1) Includes $0.20 per unit, or $2,000,000 (or $2,300,000 if the over-allotment option is exercised in full) in the aggregate, payable to Cantor Fitzgerald & Co. upon the closing of this offering. Also includes $0.45 per unit, or $4,500,000 in the aggregate, payable to Cantor Fitzgerald & Co. for its own account for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. If the underwriters over-allotment option is exercised, $0.45 per over-allotment unit (or up to $5,175,000 in the aggregate) will be deposited in the trust account as deferred underwriting commissions. The deferred commissions will be released to Cantor Fitzgerald & Co. for its own account only on completion of an initial business combination, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See the section of this prospectus entitled Underwriting beginning on page 156 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the placement shares described in this prospectus, $101,500,000, or $116,725,000 if the underwriters over-allotment option is exercised in full ($10.15 per share in either case) will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay taxes payable and up to $100,000 of dissolution expenses, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering, or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity; or (iii) absent our completing an initial business combination within 18 months from the closing of this offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. 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 , 2023. Sole Book-Running Manager CANTOR The date of this prospectus is , 2023 TABLE OF CONTENTS opportunities. Mr. Wasserman is also a director for byNordic, a SPAC currently listed on Nasdaq and previously was Chief Executive Officer of Alpha Security Group Corporation, a special purpose acquisition company, from 2005 to 2009. He has also served as an advisor to various other special purpose acquisition companies including, but not limited to, Energy Infrastructure Acquisition Corp. from March 2006 to March 2008, Seanergy Acquisition Corp. from November 2007 to September 2008, and Starbulk Acquisition Corp. from April 2008 to March 2009. From 2004 to 2008, Mr. Wasserman 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. During his tenure AMT portfolio investments included: Ktech Corporation, a provider of technical support services, scientific and engineering services and management expertise to a variety of government defense and industry clients; Nanodetex Corporation, a leader in lab-on-chip (LOC) platform technologies for gas phase chemical analysis and explosive detection; Agent Science Technologies Incorporated, a provider of neural information management software solutions to the defense industry; and Link One, LLC, a technology transfer advisory group to Los Alamos National Laboratory. Mr. Wasserman is also a licensed attorney. Mattia Tomba is the co-founder and managing partner of Alchemy Investment Management, an affiliate of our sponsor, and has been our director since October 27, 2021 and our co-CEO since November 2022. He has been a founding investor and the head of International Markets at Tradeteq since 2017. He has also been a Partner at M&M Investments Pte. Ltd., a holding company that invests in technology companies globally and provides debt and equity advice since 2016. He is a research affiliate at the Middle East Institute in Singapore (MEI), while from 2016 to 2018, Mr. Tomba was a senior fellow, and from 2015 to 2016, Mr. Tomba was a visiting senior fellow at MEI, where he focused on Asia Middle East relations. He has also been sitting on the Advisory Council of the Center for Sovereign Wealth and Global Capital at The Fletcher School, Tufts University, since 2013. Mr. Tomba has experience in evaluating, negotiating, and structuring direct investments globally across all parts of the capital structure, in public and private markets. Mr. Tomba served as an Investment Manager at Qatar s Sovereign Wealth Fund (Qatari Diar), where he managed an equity portfolio and worked on large private equity and real estate transactions worldwide from 2008 to 2016. Prior to that, in 2003, Mr. Tomba joined the Goldman Sachs group, where he was involved in the investment and portfolio management of the real estate funds managed by the bank until 2008. Mr. Tomba began his private equity and investment management career in 2002 with the Private Wealth Management team of Merrill Lynch. He studied business administration and international affairs at Bocconi University, Sciences Po, and Fletcher School. Vittorio Savoia is the co-founder and managing partner of Alchemy Investment Management, an affiliate of our sponsor, and has been our director since November 19, 2021 and our co-CEO since November 2022. Since 2017, he has been the founder, managing director and CEO of FIDES Holdings, a multi-asset alternative investment firm that is active in real estate, venture capital, private equity, middle-market direct lending, sustainable civil and structural engineering, and facilities & maintenance solutions. Mr. Savoia has over 15 years of experience in investment management, alternative asset management, and advising families and financial institutions on complex transactions across Europe and North America. Mr. Savoia served as the managing partner of VIS Partners, a Luxembourg-based independent GP, from 2016 to 2020. At VIS Partners, he led investment practices mainly focused on uncorrelated long-term value strategies across different asset classes and geographies. Mr. Savoia is an executive member of the Italian Family Offices Association. Mr. Savoia is a member of the Harvard Alumni Entrepreneurs and Investment Industry Association and an alumnus and faculty member of the Harvard Real Estate Alumni Organization. Mr. Savoia received a master s degree in Business Management, Finance and Control from Harvard University in 2010. He also received a bachelor s degree with Honours in Business Management from Westminster Business School, UK in 2008, and Rennes School of Business, France in 2007. Harshana Sidath Jayaweera has been our Chief Financial Officer since October 2022. He has been the Managing Director of Aartha Capital Advisory & Investments Limited, a boutique advisory and consultancy firm with an international clientele, since June 2017. He also functions as an Independent Director and Board Member at GRIP (DIFC) Limited, a regulated Investment Bank based in Dubai International Financial Centre, since October 2019. In the interim, from December 2020 to November 2021, he supported the Investment Banking landscape in Sri Lanka as the Chief Business Officer at Acuity Group (JV of DFCC PLC and Hatton National Bank PLC). Previously, Mr. Jayaweera was the Director and Head of Client Coverage of Investment Banking at ADSS Group, a leading International Brokerage established nexus TABLE OF CONTENTS to Abu Dhabi Government, from April 2018 to March 2019. Prior to ADSS, from September 2016 to March 2018, he served as a Vice President at Credit Suisse AG, working in the International Wealth Management Division. Prior to that, from May 2008 to July 2016, he served as the Country Head for United Arab Emirates, at Bank ABC, a Universal Bank based in Bahrain. Before joining Bank ABC, from June 2006 to May 2008, he worked with BNP Paribas S.A. based in Abu Dhabi, United Arab Emirates, where he managed and assisted the largest lending and investment portfolio of the branch. Previously, Mr. Jayaweera held a similar analytical and client facing role with Emirates NBD from November 2004 to June 2006. While working in Sri Lanka, prior to 2004, he worked with Nations Trust Bank PLC (from January 2003 to July 2004), and Sampath Bank PLC (from November 1998 to January 2003), attached to Corporate Banking, Bank Operations, Management Reporting as well as Branch Banking. Mr. Jayaweera has a Master of Business Administration (with Merit) from the University of Leicester, UK, obtained in 2015. He has also completed the Executive Management Program in International Management conducted by Stanford Graduate School of Business (USA) and National University of Singapore Business School (Singapore) in 2014. He is certified in Marketing of Financial Services as well as Banking & Finance from Institute of Bankers Sri Lanka and Chartered Institute of Bankers (UK) respectively. Furthermore, he has obtained certification from Harvard Business School in relation to FinTech and Blockchain. The other members of our board of directors are: Debbie S. Zoldan has been our independent director since November 19, 2021. Ms. Zoldan has been the Chief Compliance Officer of Seaport Securities Corporation since 2000. Prior to that she served as a Partner at Seaport Securities Corporation from 1987 to 2000. Ms. Zoldan holds Series 4, 7, 8, 14, 24, 55, and 63 FINRA Registrations. She is licensed as a registered representative with Seaport Securities Corporation, which is a registered securities broker/dealer and a member of the Financial Industry Regulatory Authority, or FINRA, New York Stock Exchange, or NYSE, and the Securities Investors Protection Corporation, or SIPC. Ms. Zoldan sits on the NYSE Acceptability Board and the NYSE Hearing Board. She is also a member of the FINRA roster, to serve as a Non-Public FINRA Arbitrator. Ms. Zoldan received a Bachelor of Business Administration degree from CUNY-Baruch College in New York in 1992. Pablo Terpolilli has been our independent director since November 19, 2021. Mr. Terpolilli is currently the founder and CEO of vabble Ltd., a startup that is building a neo-bank platform to help emerging market companies connect with institutional investors since 2021. Additionally, Mr. Terpolilli has been the founder and an executive of PACT-AM, an advisory and independent sponsor that is active in Europe and the Americas since 2019. Mr. Terpolilli has held various banking roles and has served in senior management roles at various industrial companies. In 2020, he co-headed the rollout of alternative investments for Santander Bank International, a major private bank based in Geneva, Switzerland. Between June 2017 and December 2018, Mr. Terpolilli led the private financing for the Western Hemisphere-Europe, the Middle East and Africa and the Americas at Standard Chartered Bank Plc. Mr. Terpolilli has also served on the board of directors of Valuable Insights since 2015. Since 2015, Mr. Terpolilli has held various advisory and consulting positions as well. From 2013 to 2014, he was the head of the corporate finance group at The Klesch Group, a large family-office-owned industrial conglomerate that operates in oil refining, shipping, commodities trading, petrochemicals and metals. In 2009, he joined UBS where he worked with the Special Situations Financing group until 2012. From 2004 to 2009, Mr. Terpolilli served in various banking roles in leveraged finance and distressed trading at Goldman, Sachs & Co. in both London and New York. In 1998, Mr. Terpolilli joined the high yield division of Donaldson, Lufkin & Jenrette, an investment bank, in New York. Mr. Terpolilli received an MBA from Babson College in 1998, where he graduated magna cum laude, a JD from University of Buenos Aires in Argentina in 1995 and an undergraduate research degree in International Trade and Economics from Argentine University of Enterprise in 1991. Carlo Tursi will be appointed to serve as an independent member of our board of directors in connection with this offering. Mr. Tursi is currently the Chief Executive Officer of UrbanV, a company based in Italy with a mission to bring air mobility in urban centers and beyond through designing, building and managing vertiports the ground infrastructure to enable electric vertical takeoff and landing. Prior to his role with UrbanV, Mr. Tursi served as the Chief Executive Officer of TIM Ventures, an Italian corporate venture capital firm owned by the Italian telecommunications company Telecom Italia, from 2020 to 2021. Mr. Tursi also served as a director on the board of Satispay Italy, a thriving European payment solutions provider from March until October 2021. Prior to that, from 2014 to 2018 he served as the General Manager for Italy of TABLE OF CONTENTS Uber. Mr. Tursi was an Associate at Quantum Pacific, a London-based family office from 2013 to 2014, where he worked primarily in the automotive and energy sectors, while also contributing to the company s venture capital activities. He also worked from 2006 to 2008 as an analyst at Kearney, where he began his career. Mr. Tursi received an MBA from MIT Sloan in 2010 and an MSc in Mechanical Engineering in 2005. With their support, we intend to conduct a disciplined process of deal origination and evaluation, due diligence, and investment. Our group of independent directors will provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience. Our board members have extensive experience, having served as directors or officers for numerous publicly-listed and privately-owned companies. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. We believe our management team is uniquely positioned to take advantage of the growing set of acquisition opportunities in the remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, including their adjacent industries and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our shareholders. 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 and certain members of our management team do not have previous experience with special purpose acquisition companies or blank check companies. However, we believe that the skills and professional network of our management team will enable us to identify, structure and consummate a business combination. You should not rely on the historical record of the performance of our management team or any of its affiliates performance as indicative of our future performance. Business Strategy While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to look at deep technology with a focus on data analytics. We plan to focus on companies acquiring, processing, analyzing, and utilizing data acquired from a variety of systems and sources. This data may be used to enable and deliver applications such as: remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, and their adjacent industries. We believe there is a diverse set of opportunities globally where value can be unlocked by accessing international capital markets. We believe our management team is uniquely qualified to use its extensive networks and experience to source and execute a business combination. Possible acquisitions may involve special situations in which significant value can be created by recapitalization, providing growth capital and allowing the company to use its listing to engage in additional consolidations in its industry. We intend to capitalize on the operating experience and contacts of Steven M. Wasserman, our Non-Executive Chairman, and Mattia Tomba and Vittorio Savoia, our co-CEOs, along with the other members of our management team in consummating an initial business combination. These individuals have extensive transactional experience and a broad network of contacts to assist in our search for a target business. Competitive Advantages We intend to capitalize on the following competitive advantages in our pursuit of a target company: Leadership of an Experienced Management Team. Our management team is led by Steven M. Wasserman, our Non-Executive Chairman, Mattia Tomba and Vittorio Savoia, our co-CEOs. See Our Management Team. TABLE OF CONTENTS We have the flexibility to explore upstream and downstream business combination opportunities. We believe we are well positioned to take advantage of both upstream and downstream business combination opportunities. If we pursue an upstream business combination, we will seek a business combination with a company that already has operational assets in space. However, we do not intend to pursue a business combination with traditional space companies which focus on the institutional space business. If we pursue a downstream business combination with a data-analytics company, we may then pursue further M&A transactions to merge with, or acquire, a company that has the ability to source data. Status as a Publicly Listed Acquisition Company. We believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial public offering process. We believe that target businesses will favor this alternative, which we believe is less expensive, while offering greater certainty of execution, than the traditional initial public offering process. During an initial public offering, there are typically underwriting fees and marketing expenses, which would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our shareholders (if applicable) and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter s ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe our target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders interests than it would as a private company. This can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented management staffs. Established Deal Sourcing Network. We believe the strong track record of our management team will provide access to quality initial business combination partners. In addition, through our management team, we believe we have contacts and sources from which to generate acquisition opportunities and possibly seek complementary follow-on business arrangements. These contacts and sources include those in government, private and public companies, private equity and venture capital funds, investment bankers, attorneys and accountants. Strong Financial Position and Flexibility. With the funds held in our trust account, we can offer a target business a variety of options to facilitate a business combination and fund future expansion and growth of its business. Because we are able to consummate a business combination using the cash proceeds from this offering, our share capital, debt or a combination of the foregoing, we have the flexibility to use an efficient structure allowing us to tailor the consideration to be paid to the target business to address the needs of the parties. However, if a business combination requires us to use substantially all of our cash to pay for the purchase price, we may need to arrange third party financing to help fund our business combination. Since we have no specific business combination under consideration, we have not taken any steps to secure third party financing. Industry Opportunity The deep tech industry is emerging as one of the most promising industries globally, with significant economic potential in many different areas of application. The deep tech industry refers to economic activities related to the development and application of technology solutions that represent a substantial scientific or engineering challenge. Our focus will be in particular on data analytics, which is the process of sourcing, extracting and examining data sets to find trends and draw conclusions about the information they contain. This represents possible applications for a lot of industries, such as energy, agriculture, telecommunications, financial services, aerospace, logistics and pharmaceuticals. The market size related to data analytics market was already valued in 2021 at over $240 billion and is expected to have a significant growth that will lead to a market value of over $650 billion by 2029. Data analytics development relies on the development of artificial intelligence technologies such as machine learning, deep reinforcement learning, computer vision and natural language processing. According to the McKinsey Technology Trends Outlook 2022 , the applied TABLE OF CONTENTS AI sector has the highest innovation score of all the trends studied, and is one of the main areas of investments, having attracted an estimated $165 billion in 2021. Acquisition Criteria The focus of our management team is to create shareholder value by leveraging its experience to improve the efficiency of the business while implementing strategies to grow revenue and profits organically and/or through acquisitions. Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see fit to do so: Strong Growth Potential. As a result of the space and data economy and related services strong growth over the past several decades, there are a large number of domestic and regional companies with principal business operations which are serving the ever-increasing emerging needs of the economy. In addition, we intend to target businesses that have historically demonstrated revenue growth and possess favorable future growth characteristics, combined with a durable business model that is resistant to macroeconomic volatility. We will seek target businesses for which we can provide strategic advice, access to sufficient capital and effective operational expertise, to grow the business. Unique Market Position. We intend to seek target businesses with an industry or businesses that have leading competitive technology, unique brand equity and/or product competences. In particular, we intend to seek businesses that may be at a point of achieving high growth and require additional expertise or capital to help drive their further expansion. Benefit from Capital Markets. We intend to seek to acquire a target with an experienced operating management team that may lack experience with the capital markets but that has the ambition to take advantage of the improved liquidity and additional capital that can come from a successful listing in the United States. The access to the capital markets could allow such a target business to accelerate its growth and build capital profile. Middle-Market Businesses. We intend to seek target businesses with a total enterprise value of at least $500 million. We believe there are a considerable number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to generate substantial revenue and earnings growth. 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. Initial Business Combination We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following this offering. We intend to utilize cash derived from the proceeds of this offering and the placement shares, as well as our equity, debt or a combination of these, in effecting a business combination which has not yet been identified. Accordingly, investors in this offering are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination. We will either (1) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they TABLE OF CONTENTS vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (less taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (less taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek shareholder approval of our proposed business combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. If we decide to allow shareholders to sell their shares to us in a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC s proxy rules. If we seek shareholder approval of our initial business combination, we will consummate our initial business combination only if approved as an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shares held by shareholders who attend and vote at a general meeting of the company to approve the business combination or as a special resolution under Cayman Islands law, which requires the affirmative vote of at least a two-thirds (2/3) majority of the shares held by shareholders who attend and vote at a general meeting of the company to approve the business combination to the extent that such business combination is structured as a merger. We have 18 months from the closing of this offering to consummate our initial business combination. If we anticipate that we may not be able to consummate our initial business combination within such 18 month period, we may seek shareholder approval of amendments to our amended and restated memorandum and articles of association for any extension beyond 18 months at a meeting called for such purpose. Public shareholders will be offered the opportunity to vote on and redeem their shares in connection with any such extension. As described herein, our sponsor, officers and directors have agreed that they will not propose any such amendment unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then-outstanding public shares, subject to the limitations described herein. If we are unable to consummate an initial business combination within the applicable time period, we will redeem 100% of our issued and outstanding public shares for a pro rata portion of the funds held in 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 (less taxes payable and 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, and then seek to liquidate and dissolve. We expect the pro rata redemption price to be approximately $10.15 per Class A Ordinary Share (regardless of whether or not the underwriter exercises its over-allotment option), without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the 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 our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions 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 our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. 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 prior owners of the target business, 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 (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 share, 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 issued and 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-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 and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

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+SUMMARY OF THE PROSPECTUS 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 More Information. Unless the context otherwise requires, references in this prospectus to the Company, we, us or our are to American Oncology Network, Inc. Overview Since its inception in 2018, American Oncology Network, Inc. (f/k/a American Oncology Network, LLC) ( AON ) has offered a progressive model of physician-led, community-based oncology management. AON preserves and elevates community oncology by helping its physicians navigate the complex healthcare landscape, providing them an efficient platform to work autonomously and thrive, and most importantly, improving the quality of patient care that is being delivered. We are an alliance of physicians and veteran healthcare leaders partnering to ensure the long-term success and viability of oncology diagnosis and treatment in community-based settings. As of September 30, 2023, AON s platform includes 109 physicians and 31 practices across 85 locations in 19 states and the District of Columbia. Our robust platform provides oncology practices with comprehensive support, access to revenue-diversifying adjacent services and practice management expertise to empower physicians to make cancer care better for every patient. Our mission is to provide the best cancer care that is affordable and close to where patients live and work. We believe the key to accessible and equitable healthcare lies in the strength of community healthcare practices and we are committed to closing the gap in cancer care to ensure every patient has access to the optimal care needed to help in their fight against cancer. To accomplish this, we have practices in some of the most densely populated cities as well as rural areas where medical resources are scarce. We deliver cancer care innovation by bringing new treatments to the forum and also by ensuring the access to the necessary adjacent services to provide comprehensive quality cancer care and, preserving the delivery of personalized cancer care in the community oncology setting. Through access to care-enhancing patient services such as a centralized specialty pharmacy, wide ranging clinical lab and pathology, a fully integrated technology platform anchored by an oncology-specific electronic medical record system, as well as a care management team and a variety of financial assistance programs, our patients receive expert cancer care at each of our clinics. We provide patients a variety of services to enhance patient care throughout the healthcare journey: high-quality and timely laboratory services for routine and specialized testing; in-house professional and technical pathology providing complete, accurate and timely pathology reports; in-house specialty pharmacy with patient education, financial assistance, and 24/7 patient assistance; and care management support services including nutrition guidance. As the future of healthcare continues to transition from volume to value, we are at the forefront of this initiative by ensuring care quality over care quantity and adopting a patient-first mentality. Through an integrated system of seamless communication, coordination and patient care for better health outcomes, AON practices benefit from decreased expenditures through the implementation of centralized administrative services, processes, and technologies designed to support effective decision-making such as optimal pricing on drugs and medical supplies. Our patients benefit through our 24/7 clinical care support leading to a reduction in unnecessary emergency room visits and admissions and enhanced care quality. Ultimately, the payors benefit from more efficient delivery of high-quality, comprehensive services comparable to any hospital system at a lower cost point. Though our network spans the country, its clinicians are interconnected and focused on driving change not just at their local clinics, but throughout our network. Our Network Practices unite in collaboration through a physician advisory board, which acts as a liaison between AON management and our Network Practices so that we remain apprised of issues and opinions concerning our Network Practices. In addition, our Network Practices also remain at the forefront of new discoveries and findings by expanding and improving cancer treatment options for every patient through a pharmacy and therapeutics committee that continuously updates its formulary in real time as TABLE OF CONTENTS advanced therapeutics come to market and through participating in clinical research to ensure we remain on the cutting edge of cancer protocols. Patients benefit from convenient access to clinical trials that we participate in without the need to travel to large cities or tertiary cancer care facilities, and personalized care by matching a patient s cancer to a tailored therapy using molecular profiling. We have made significant investment in a resilient, integrated technology platform to support the practices which includes a fully-integrated electronic health record and a robust decision support tool and analytics engine. Our development of compliance materials ensures consistency and optimal patient experiences and meets or exceeds the Office of Inspector General ( OIG ) guidelines. We believe that our position in the market and focus on elevating the state of oncology care with our affiliated providers bodes well for future growth. Our proprietary technology platform supports this growth and enables the our oncology practices and affiliated care providers ( Network Practices ) to standardize and deliver consistent care at scale. We believe that our model will support growth into new markets and allow us to continue to service more patients across the United States. Corporate Information Our principal executive office is located at 14543 Global Pkwy STE 110, Fort Myers, FL 33913. Our telephone number is (833) 886-1725. Our website address is www.aoncology.com. Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of AON s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 Closing of DTOC s Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter of our most recently completed fiscal year; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. TABLE OF CONTENTS THE OFFERING We are registering (i) the issuance by us of up to 8,337,500 shares of Class A Common Stock that may be issued upon exercise of 8,337,500 the public warrants, each of which entitles its holder to purchase shares of Class A Common Stock at an exercise price of $11.50 per share to purchase Class A Common Stock at an exercise price of $11.50 per share and (ii) the resale of (a) an aggregate of 51,161,832 shares of Class A Common Stock by certain of the selling securityholders named in this prospectus (each a Selling Securityholder and, collectively, the Selling Securityholders )and (b) 6,113,333 warrants to purchase shares of Class A Common Stock issued to certain of the Selling Securityholders in private placements prior to DTOC s IPO (the Private Placement Warrants ). Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under the Risk Factors section of this prospectus. Issuance of Common Stock The following information is as of October 1, 2023 and does not give effect to issuances of our Class A Common Stock or the exercise of warrants after such date. Shares of our Class A Common Stock to be issued upon exercise of the public warrants 8,337,500 shares of Class A Common Stock to be issued upon exercise of the 8,337,500 public warrants, which entitles its holder to purchase shares of Class A Common Stock at an exercise price of $11.50 per share. Use of proceeds We will receive up to an aggregate of approximately $95.9 million from the exercise of all public warrants assuming the exercise in full of all such warrants for cash. Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the exercise of such warrants for general corporate purposes which may include acquisitions or other strategic investments. Our warrants are currently out-of-the money. We do not expect warrant holders to exercise their warrants and, therefore, we do not expect to receive cash proceeds from any such exercise, for so long as the warrants remain out-of-the money. See the section entitled Description of Securities Warrants for more information. Resale of Shares of Class A Common Stock and Warrants Shares of Class A Common Stock offered by the Selling Securityholders 51,161,832 shares Private Placement Warrants offered by the Selling Securityholders 6,113,333 Private Placement Warrants Exercise Price $11.50 per share with respect to the public warrants and $11.50 per share with respect to the private placement warrants, subject to adjustment as described herein, which exceeds the market price of our Class A Common Stock of $6.30 per share based on the closing price on the Nasdaq on November 14, 2023. If all of our public warrants were exercised in full for cash, we would receive an aggregate of approximately $95.9 million. If all of our public warrants and private warrants were exercised in full for cash, we would receive an aggregate of approximately $166.2 million. For so long as the warrants remain out-of-the money, we believe it is unlikely that the Selling TABLE OF CONTENTS Securityholders will exercise their warrants and therefore, we do not expect to receive cash proceeds from any such exercise. There can be no assurance that the warrants will ever be in-the money prior to their expiration and as such, the warrants may expire worthless. Redemption The private placement warrants are not redeemable by us. See Description of Our Securities Warrants for further discussion. Use of proceeds We will not receive any of the proceeds from the sale of the shares of Class A Common Stock by the Selling Securityholders. With respect to shares of Class A Common Stock underlying the warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such warrants to the extent such warrants are exercised for cash. See Use of proceeds above for more information on the proceeds we expect to receive from the exercise of such warrants. Ticker Symbol Our shares of Class A Common Stock and warrants are listed on Nasdaq under the symbols AONC and AONCW, respectively. Lock-up restrictions All of the Selling Securityholders, except for holders of our Series A Preferred Stock, are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See Securities Act Restrictions on Resale of Securities Lock-up Restrictions. TABLE OF CONTENTS INFORMATION RELATED TO OFFERED SECURITIES This prospectus relates to (i) the issuance by us of up to 8,337,500 shares of Class A Common Stock that may be issued upon exercise of 8,337,500 the public warrants, which entitles its holder to purchase shares of Class A Common Stock at an exercise price of $11.50 per share and (ii) the resale of (a) an aggregate of 51,161,832 shares of Class A Common Stock by certain of the selling securityholders named in this prospectus (each a Selling Securityholder and, collectively, the Selling Securityholders ) and (b) 6,113,333 private placement warrants to purchase shares of Class A Common Stock issued to the Selling Securityholders prior to DTOC s IPO (the Private Placement Warrants ). The securities registered for resale covered by this prospectus consist of: (a) 8,337,500 shares of Class A Common Stock held by the Sponsors of Digital Transformation Opportunities Corp. ( DTOC ) (such shares, the Founder Shares ) which were issued upon the conversion of the Founder Shares, which includes up to 2,918,125 shares of Class A Common Stock (that may be issued from time to time upon achievement of certain stock price thresholds) to affiliates of the Company in connection with the earnout provisions set forth in the Sponsor Support Agreement (the Earnout Shares ); (b) 28,109,796 shares of the Class A Common Stock issued in connection with the exchange or redemption of AON LLC Common Units ( Common Units ) and Class B Common Stock issued or Warrants to convert into Class B Common Stock pursuant to the terms of AON LLC s Amended and Restated LLC Agreement or Amended and Restated Company Certificate of Incorporation, as applicable (collectively, the Exchange Shares ); (c) up to 8,601,203 shares of Class A Common Stock that may be issued from time to time upon conversion of Series A Preferred Stock, including up to 1,949,593 shares of Class A Common Stock that may be issuable pursuant to non-cash dividends that may accrue on the shares of Series A Preferred Stock; (d) 6,113,333 private placement warrants each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, purchased by the Sponsors and their permitted transferees, at a price of $1.50 per private placement warrant in a private placement simultaneously with the consummation of DTOC s IPO; and (e) 6,113,333 shares of Class A Common Stock underlying the private placements warrants. TABLE OF CONTENTS The following table includes information relating to the securities held by the Selling Securityholders, including the price each Selling Securityholder paid for the securities, the potential profit relating to such securities and any applicable lock-up restrictions. The following table is in part based off AON s internal records and is for illustrative purposes only. The table should not be relied upon for any purpose outside of its illustrative nature. The public offering price in DTOC s IPO was $10.00 per share. Consequently, as seen in the table below, some of the Selling Securityholders may realize a positive rate of return on the sale of their Common Stock covered by this prospectus even if the market price per share of our Common Stock is below $10.00 per share, in which case the public shareholders may experience a negative rate of return on their investment. Selling Securityholder Number of Offered Securities Effective Purchase Price per Offered Security Potential Profit per Offered Security(1) Aggregate Potential Profit(1) Lock-Up Restrictions Entities or persons affiliated with Digital Transformation Sponsor LLC and permitted transferees Founder shares 8,337,500 $0.003 $6.30 $52,501,250 (2) Private placement warrants 6,113,333 $1.50 $ $ N/A Shares of Class A Common Stock underlying private placement warrants 6,113,333 $11.50(3) $ $ (2) AON LLC Equityholders Class A Common stock 28,109,796 $10.00(4) $ $ (5) Holders of Series A Preferred Stock Class A Common stock 8,601,203 $10.00(6) $ $ N/A (1) Based on the closing price of our Class A Common Stock on November 14, 2023 of $6.30 and the closing price of our public warrants on November 14, 2023 of $0.19. (2) The Sponsor, DTOC s former directors and officers, certain affiliates of the Sponsor and their permitted transferees agreed to subject any shares of Class A Common Stock (including founder shares) received by them to lock-up restrictions. Pursuant to the Sponsor Support Agreement, during the period beginning on the Closing Date until 12 months after the Closing Date, such persons may not transfer any of its, his or her shares of Class A Common Stock (including founder shares), except for certain limited permitted transfers. (3) Represents the exercise price of the private placement warrants and public warrants. (4) Represents the value of AON securities exchanged by AON LLC equityholders at the Business Combination, calculated pursuant to the exchange ratio set forth in the Business Combination Agreement, which valued AON securities at $10.00 per share. (5) Equityholders of AON LLC agreed to subject the shares of Class B Common Stock issued to them in the Business Combination to lock-up restrictions. During the period beginning on the Closing until 6 months after the Closing, such persons may not transfer any of its, his or her shares of Class B Common Stock issued to them in the Business Combination, except for certain limited permitted transfers, and until the expiration of this lock-up period, such equityholders of AON LLC may not exchange AON LLC common units together with an equal number of shares of AON Class B Common Stock for shares of AON Class A Common Stock. (6) Represents the initial conversion price of the Series A Preferred Stock into Class A Common Stock. TABLE OF CONTENTS

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS
+SUMMARY
+
+ 
+
+The
+following 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. It does not contain all the information that may
+be important to you and your investment decision. You should carefully read this entire prospectus, including the matters set forth under
+ Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, 
+and our financial statements and related notes included elsewhere in this prospectus.
+
+ 
+
+Unless
+otherwise expressly provided herein, all share and per share numbers set forth herein relating to our common stock reflects the
+Reverse Stock Split (defined below) and no exercise of (a) any warrants and/or options, (b) the representatives common stock purchase
+warrants and/or (c) the representatives over-allotment option.
+
+ 
+
+Company
+Overview
+
+ 
+
+Atlas Lithium Corporation ( Atlas Lithium, 
+ Brazil Minerals, the Company, we, us, or our ) is a U.S. mineral
+exploration and mining company with lithium projects and properties in other critical battery metals to power the Green Energy Revolution
+- nickel, rare earths, graphite, and titanium. Our current focus is on developing our hard-rock lithium project located in Minas
+Gerais state in Brazil at a well-known, premier pegmatitic district in Brazil. We intend to produce and sell lithium concentrate,
+a key ingredient for battery supply chain. Lithium is essential for batteries in electric vehicles and demand is expected to outstrip
+supply.
+
+ 
+
+As
+reported in our Form 10-Q for the period ended September 30, 2022, we have been approached, in an unsolicited manner, by two large
+companies seeking to secure lithium supply. Recently, one of such companies has provided us with a preliminary, written non-binding
+proposal for the right to acquire, at a reasonable discount to the then prevailing market prices, part of our planned production in
+exchange for providing capital towards the construction of our lithium concentration plant. There can be no assurance, however, that
+these discussions or proposals will result in any binding agreements.
+
+ 
+
+We are in the initial stages of planning to develop
+and own 100% of a lithium concentration facility capable of producing 150,000 tons of lithium concentrate annually. However, there can
+be no assurance that such a facility may ultimately come to fruition or, if developed, that the production capacity will equal our expectations.
+
+ 
+
+All
+of our mineral projects and properties are located in Brazil and, as of the date of this prospectus, our mineral rights portfolio for
+battery metals includes approximately 72,344 acres (293 km2) for lithium in 59 mineral rights, 54,950 acres
+for nickel (222 km2) in 15 mineral rights, 30,054 acres (122 km2) for rare earths in seven mineral rights,
+22,050 acres (89 km2) for titanium in seven mineral rights, and 13,766 acres (56 km2) for
+graphite in three mineral rights. We believe that we hold the largest portfolio of lithium mineral exploration properties in Brazil,
+a premier and well-established jurisdiction for hard-rock lithium. We also believe that we are among the largest holders by
+size and breadth in exploration projects for other critical and battery metals among publicly traded companies.
+
+ 
+
+We are
+primarily focused on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil, where some
+of our high-potential mineral rights are adjacent to or near large lithium deposits that belong to a competitor, a Nasdaq listed company.
+Our Minas Gerais Lithium Project is our largest endeavor and consists of 52 mineral rights spread over 56,078 acres (227
+km2) and predominantly located within the Brazilian Eastern Pegmatitic Province
+which has been surveyed by the Brazilian Geological Survey and is known for the presence of hard rock formations known as pegmatites
+which contain lithium-bearing minerals such as spodumene and petalite. Generally, lithium derived from pegmatites is less costly to purify
+for uses in high technology applications than lithium obtained from brine. Such applications include the battery supply chain for electric
+vehicles ( EVs ), an area of expected high growth for the next several decades.
+
+ 
+
+We
+believe that we can materially increase our value by the acceleration of our exploratory work and quantification of our
+lithium mineralization. Our initial commercial goal is to be able to enter production of lithium-bearing concentrate, a product which is highly sought after in the battery supply chain for EVs.
+
+ 
+
+According
+to Benchmark Mineral Intelligence, demand for lithium-ion batteries is set to grow six-fold by 2032 as global automakers scale up production
+of EVs. And to meet the world s lithium requirements would require 74 new lithium mines with an average size of 45,000 tonnes by
+2035.
+
+ 
+
+We
+also have 100%-ownership of early-stage projects and properties in other minerals that are needed in the battery supply chain and high
+technology applications such as nickel, rare earths, graphite, and titanium. Our goal is to become the
+Mineral Resources Company for the Green Energy Revolution. We believe that the shift from fossil fuels to battery power will yield
+long-term opportunities for us not only in lithium but also in such other minerals.
+
+ 
+
+Additionally,
+we have 100%-ownership of several mining concessions for gold and diamonds. Historically, we have had revenues from mining and selling
+gold, diamonds, and industrial sand. Such endeavors have given us the critical management experience needed to take early-stage
+projects in Brazil from the exploration phase through successful licensing from regulators and to revenues. 
+
+ 
+
+As of the date of this
+prospectus, we also own 45.11% of the shares of common stock of Apollo Resources Corporation ( Apollo Resources ),
+a private company currently primarily focused on the development of its initial iron mine.
+
+ 
+
+As of the date of this
+prospectus, we also own approximately 28.72% of Jupiter Gold Corporation ( Jupiter Gold ), a company focused on the
+development of gold projects and of a quartzite mine, and whose common stock are quoted on the OTCQB under the symbol JUPGF. 
+The quartzite mine is fully permitted and is expected to start operations in early 2023.
+
+ 
+
+The results of operations
+from both Apollo Resources and Jupiter Gold are consolidated in our financial statements under accounting principles generally accepted
+in the United States ( U.S. GAAP ).
+
+ 
+
+Risk
+Factors
+
+ 
+
+Our
+business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors, 
+that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more
+of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events
+or circumstances, may have an adverse effect on our business, cash flows, financial condition, and results of operations. Such risks
+include, but are not limited to:
+
+ 
+
+ 
+ 
+ 
+ Our
+ future performance is difficult to evaluate because we have a limited operating history.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ There
+ is substantial doubt about our ability to continue as a going concern.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral
+ deposits.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Because
+ the probability of an individual prospect ever having reserves is not known, our properties may not contain any reserves, and any
+ funds spent on exploration and evaluation may be lost.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ face risks related to mining, exploration, and mine construction, if warranted, on our properties.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from
+ our mining activities.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial
+ markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on
+ for future growth.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.
+
+ 
+ 
+
+ 
+
+ 3
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ We
+ may be unable to find sources of funding if and when needed, resulting in the failure of our business.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ ability to manage growth will have an impact on our business, financial condition, and results of operations.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ depend upon Marc Fogassa, our Chief Executive Officer and Chairman.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ growth will require new personnel, which we will be required to recruit, hire, train and retain.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Certain
+ of our executive officers and directors may be in a position of conflict of interest.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ mineral projects will be subject to significant governmental regulations.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ will be required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly
+ and time-consuming.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Compliance
+ with environmental regulations and litigation based on environmental regulations could require significant expenditures.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ operations are subject to extensive environmental laws and regulations.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Mineral
+ prices are subject to unpredictable fluctuations.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability
+ to freely sell our minerals.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ perception of Brazil by the international community may affect us.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Exposure
+ to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ common stock price may be volatile.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ do not intend to pay regular future dividends on our common stock and thus stockholders must look to appreciation of our common stock
+ to realize a gain on their investments.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would dilute
+ your ownership.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ Series A Convertible Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chief Executive
+ Officer and Chairman.
+
+ 
+ 
+
+Corporate
+Information
+
+ 
+
+We
+were originally incorporated in the State of Nevada on December 15, 2011 under the name Flux Technologies, Corp. On January
+24, 2013, an amendment to our articles of incorporation was filed with the Nevada Secretary of State changing our name to Brazil
+Minerals, Inc. On September 26, 2022, an amendment to our articles of incorporation was filed with the Nevada Secretary of State
+changing our name to Atlas Lithium Corporation Our principal place of business is located at Rua Bahia, 2463, Suite 205,
+Belo Horizonte, Minas Gerais 30.160-012, Brazil. We also maintain an office at 433 North Camden Drive, Suite 810, Beverly Hills, CA 90210.
+Our telephone numbers are +55-31-3956-1109 (Brazil) and (833) 661-7900 (U.S.). Our website address is www.atlas-lithium.com. The
+information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information
+contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our common stock.
+
+ 
+
+ Listing on a National Stock Exchange
+
+ 
+
+We
+have applied to list our common stock under the symbol ATLX on the Nasdaq Capital Market. No assurance can be given
+that our application will be approved, and we will not consummate this offering unless our common stock is approved for listing
+on the Nasdaq Capital Market.
+
+ 
+
+Controlled
+Company
+
+ 
+
+Marc
+Fogassa, our Chief Executive Officer and Chairman, by way of his ownership of our common stock and 100% of our Series A Stock currently
+controls 54.16% of the voting power of our capital stock and will continue to control 53.80% of the voting power of our capital
+stock upon completion of this offering, and we believe that we may be a controlled company, as such term is defined under
+the Nasdaq Listing Rules.
+
+ 
+
+Reverse Stock Split
+
+ 
+
+On
+December 20, 2022, we filed a Certificate of Amendment to our Articles of Incorporation (the Amendment ) to effect a reverse
+stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the Reverse Stock Split ).
+
+ 
+
+Following
+the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically converted into one issued
+and outstanding share of common stock, without any change in par value per share. No fractional shares were issued as a result of the
+Reverse Stock Split and no cash or other consideration was paid. Instead, we issued one whole share of the post-split common stock to
+any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. The Reverse Stock Split
+did not affect the number of shares of authorized stock. Our common stock began trading on a Reverse Stock Split-adjusted basis on December
+23, 2022 and was assigned a new temporary ticker symbol ATLXD for the 20 business days following the reverse
+stock split and on the 21st day, it will change back to ATLX. 
+
+ 
+
+The
+purpose of the Reverse Stock Split was to allow us to meet the stock price threshold of the listing requirements of a national securities
+exchange.
+
+ 
+
+Except
+for our historical financial statements, all option, share, and per share information in this prospectus gives effect to the Reverse
+Stock Split.
+
+ 
+
+ 4

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+II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Luohu District, Shenzhen City, China, on March 2, 2023. ADDENTAX GROUP CORP. /s/ Hong Zhida Hong Zhida CEO, President, Secretary and Director (Principal Executive Officer) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Hong Zhida CEO, President, Secretary and Director March 2, 2023 Hong Zhida (Principal Executive Officer) /s/ Huang Chao CFO and Treasurer March 2, 2023 Huang Chao (Principal Financial and Accounting Officer) /s/ Hong Zhiwang March 2, 2023 Hong Zhiwang Director /s/ Yu Jiaxin March 2, 2023 Yu Jiaxin Independent Director /s/ Alex P. Hamilton March 2, 2023 Alex P. Hamilton Independent Director /s/ Jiangping (Gary) Xiao March 2, 2023 Jiangping (Gary) Xiao Independent Director */s/ Hong Zhida Hong Zhida Attorney-in-Fact II-5

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+II-5 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on October 23, 2023. Avenue Therapeutics, Inc. By: /s/ Alexandra MacLean, M.D. Name: Alexandra MacLean, M.D. Title: Chief Executive Officer Pursuant to the requirements of the Securities Act, this Amendment No. 2 to Registration Statement has been signed by the following persons in the capacities and on the dated indicated. Signature Title Date /s/ Alexandra MacLean, M.D. Chief Executive Officer (Principal Executive Officer) October 23, 2023 Alexandra MacLean, M.D. * Chief Operating Officer and Interim Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer) October 23, 2023 David Jin * Chairman of the Board October 23, 2023 Jay Kranzler, M.D., Ph.D. * Director October 23, 2023 Faith Charles * Director October 23, 2023 Neil Herskowitz * Director October 23, 2023 Curtis Oltmans * Director October 23, 2023 Lindsay A. Rosenwald, M.D. By: /s/ Alexandra MacLean, M.D. Alexandra MacLean, M.D. Attorney-in-Fact II-6

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2023/BEATW_heartbeam_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY This summary highlights selected information from this prospectus and does not contain all of the information that is important to you. You should read this entire document and the other documents to which we refer before you decide to invest in our securities. Unless otherwise indicated or the context otherwise requires, references to the Company, Better Home & Finance , we, us, or our and similar other terms refer to Better before the Business Combination and Better Home & Finance and its consolidated subsidiaries after the Business Combination. About Better Home & Finance Better Home & Finance principally operates a digital-first homeownership company with services including mortgage financing, real estate services, title, and homeowners insurance. We have combined technology innovation and fresh thinking with a deep customer focus with the goal to revolutionize a homeownership industry. We started by redesigning the mortgage manufacturing process, and, since then, have built toward a broader vision of revolutionizing homeownership. Background As previously announced, Aurora, a Cayman Islands exempted company incorporated with limited liability, entered into an Agreement and Plan of Merger, dated as of May 10, 2021, as amended as of October 27, 2021, November 9, 2021, November 30, 2021, August 26, 2022, February 24, 2023 and June 23, 2023 (as amended, the Merger Agreement ) by and among Aurora, Better Holdco, Inc., a Delaware corporation, and Merger Sub. On August 21, 2023, as contemplated by the Merger Agreement, and as described in the section titled Domestication Proposal beginning on page 248 of the final prospectus and definitive proxy statement, dated July 27, 2023 (the Proxy Statement/Prospectus ), filed with the U.S. Securities and Exchange Commission (the SEC ), Aurora filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Aurora was transferred by way of continuation from the Cayman Islands and domesticated as a Delaware corporation (the Domestication ). Following the Domestication, on August 22, 2023 (the Closing Date ), as previously announced and as contemplated by the Merger Agreement, and as described in the section titled BCA Proposal beginning on page 198 of the Proxy Statement/Prospectus, Merger Sub merged with and into Better, with Better surviving the merger (the First Merger ) and Better merged with and into Aurora, with Aurora surviving the merger and changing its name to Better Home & Finance Holding Company (hereinafter referred to as Better Home & Finance or the Company ) (such merger, the Second Merger, and together with the First Merger and the Domestication, the Business Combination and the completion thereof, the Closing ). In connection with the consummation of the Business Combination, the Company issued an aggregate of 40,601,825 shares of Better Home & Finance Class A common stock, 574,407,420 shares of Better Home & Finance Class B common stock and 6,877,283 shares of Better Home & Finance Class C common stock. Each share of Better Home & Finance Class B common stock and Better Home & Finance Class C common stock may be converted to a share of Better Home & Finance Class A common stock at any time by the holder thereof and upon certain other transfers that are not permitted transfers provided by the Amended and Restated Charter. In addition, in connection with other transactions contemplated by the Merger Agreement and related documentation, including the conversion or exchange of certain bridge notes, the Company issued an aggregate of 41,700,000 shares of Better Home & Finance Class A common stock and 65,000,000 shares of Better Home & Finance Class C common stock. Better Home & Finance Class A common stock and Warrants are listed on the Nasdaq Global Market and the Nasdaq Capital Market, respectively, under the ticker symbols BETR and BETRW. The Business Combination has been accounted for as a reverse recapitalization in accordance with GAAP, with no goodwill or other intangible assets recorded. Under this method of accounting, Aurora was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Table of Contents Combination was treated as the equivalent of Better issuing stock for the net assets of Aurora, accompanied by a recapitalization. The net assets of Aurora were stated at historical cost, with no goodwill or other intangible assets recorded. The rights of holders of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock and Better Home & Finance Class C common stock are governed by our Amended and Restated Charter, our Bylaws, and the DGCL. Corporate Information Better Home & Finance Holding Company is a Delaware corporation. Our principal executive offices are located at 3 World Trade Center, 175 Greenwich Street, 57th Floor, New York, NY 10007 and our telephone number at that address is (415) 523-8837. Our website is located at www.better.com. We do not incorporate the information contained on, or accessible through, our corporate website into this prospectus, and you should not consider it part of this prospectus. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website. Emerging Growth Company and Smaller Reporting Company Status We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may 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, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or that do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 closing of Aurora s initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700.0 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 $1.0 billion in non-convertible debt securities during the prior three-year period. References to emerging growth company have the meaning ascribed to it in the JOBS Act. We are also a smaller reporting company, as defined in the Exchange Act. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to continue taking advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. In addition, for so long as we continue to qualify as a non-accelerated filer, we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. Table of Contents Warrants Each Warrant entitles the holder thereof to purchase one share of Better Home & Finance Class A common stock at a price of $11.50 per share. We believe the likelihood that the holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of Better Home & Finance Class A common stock. If the trading price of Better Home & Finance Class A common stock is less than the exercise price thereof, we believe the holders are unlikely to exercise their Warrants. Conversely, the holders are more likely to exercise their Warrants the higher the price of Better Home & Finance Class A common stock is above the exercise price thereof. As of December 1, 2023, the closing price of Better Home & Finance Class A common stock as reported on Nasdaq was $0.453 per share, which is below the $11.50 exercise price of the Warrants. For so long as the Warrants remain out-of-the-money, we do not expect warrant holders to exercise their Warrants. See Risk Factors There is no guarantee that the exercise price of the Warrants will ever be less than the trading price of Better Home & Finance Class A Common Stock on Nasdaq, and they may expire worthless; and the terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Warrants approve of such amendment. Table of Contents The Offering Issuer Better Home & Finance Holding Company (f/k/a/ Aurora Acquisition Corp.). Issuance of Better Home & Finance Class A common stock Shares of Better Home & Finance Class A common stock offered by us Up to an aggregate of 9,808,405 shares of Better Home & Finance Class A common stock, par value $0.0001 per share, which consists of (i) 6,075,047 shares of Better Home & Finance Class A common stock issuable upon exercise of Public Warrants and (ii) 3,733,358 shares of Better Home & Finance Class A common stock issuable upon exercise of Private Warrants. Shares of Better Home & Finance Class A common stock outstanding prior to exercise of Public Warrants and Private Warrants 359,001,627 shares as of the close of business on December 1, 2023. Shares of Better Home & Finance Class A common stock outstanding assuming exercise of all Public Warrants and Private Warrants 368,810,032 shares (based on total shares outstanding as of the close of business on December 1, 2023). Exercise price of Public Warrants and Private Warrants $11.50 per share, subject to adjust as described herein. Use of proceeds We will receive up to an aggregate of approximately $112.8 million from the exercise of the Public Warrants and the Private Warrants, assuming the exercise in full of all of the such warrants for cash. We expect to use the net proceeds from the exercise of such warrants for general corporate purposes. As of December 1, 2023, the closing price of Better Home & Finance Class A common stock as reported on Nasdaq was $0.453 per share, which is below the $11.50 exercise price of the Warrants. For so long as the Warrants remain out-of-the-money, we do not expect warrant holders to exercise their Warrants. See Use of Proceeds for further discussion. Table of Contents Offering and Resale of Better Home & Finance Class A common stock and Private Warrants Shares of Better Home & Finance Class A common stock offered by the Selling SecurityholdersUp to an aggregate of 418,173,409 shares of Better Home & Finance Class A common stock, par value $0.0001 per share, which consists of (i) 53,665,365 shares of Better Home & Finance Class A common stock, acquired by the Selling Securityholders at prices ranging from $0.00003 per share to $10.00 per share, (ii) 288,897,403 shares of Better Home & Finance Class A common stock issuable upon conversion of Better Home & Finance Class B common stock, par value $0.0001 per share, acquired by the Selling Securityholders at prices ranging from $0.00003 per share to $8.01 per share, (iii) 71,877,283 shares of Better Home & Finance Class A common stock issuable upon conversion of Better Home & Finance Class C common stock, par value $0.0001 per share, acquired by the Selling Securityholders at prices ranging from $8.01 per share to $10.00, and (iv) 3,733,358 shares of Better Home & Finance Class A common stock issuable upon exercise of Private Warrants, acquired by the Selling Securityholders at prices ranging from $0.86 per warrant to $1.50 per warrant. The effective purchase price is calculated, if securities were acquired from Aurora or by its affiliates in connection with the Aurora IPO or before the Closing, based on the transaction acquisition cost or, if securities were acquired by holders of Better capital stock prior to the Business Combination, based on the weighted-average purchase price of such Better capital stock on an as-exchanged basis. Private Warrants offered by the Selling Securityholders Up to 3,733,358 Private Warrants Shares of Better Home & Finance Class A common stock outstanding359,001,627 shares as of the close of business on December 1, 2023. Use of proceedsWe will not receive any proceeds from the sale of shares of Better Home & Finance Class A Common Stock or Private Warrants by the Selling Securityholders. Lock-up restrictions Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See Plan of Distribution Lock-up Restrictions for further discussion. Nasdaq ticker symbols BETR and BETRW for Better Home & Finance Class A common stock and Warrants, respectively. The following table includes information relating to the Better Home & Finance Class A common stock and Warrants offered hereby, including the price each selling securityholder paid for its securities and the potential profit relating to such securities. The following table is derived in part from our internal records and is for illustrative purposes only. The table should not be relied upon for any purpose outside of its illustrative nature. Name of Selling SecurityholderNumber of Offered SharesEffective Purchase Price per Offered Share or Warrant Potential Aggregate Profit of Offered Shares (1) Novator Capital Sponsor Ltd. Novator Exchange Agreement40,000,000$2.50* Sponsor Purchase Subscription Agreement1,700,000$10.00* Table of Contents Merger Agreement 3,471,946$0.004$1,558,904 Merger Agreement 636,240$9.785* Merger Agreement (PublicWarrants) 575,000$0.86* Merger Agreement (Private Warrants) 1,715,015$1.50* Unbound Holdco Ltd. Merger Agreement 1,159,375$0.004$520,559 Merger Agreement 1,000,000$9.785* Merger Agreement (Private Warrants) 1,143,343$1.50* Merger Agreement (Public Warrants) 250,000$0.86* Entities Affiliated with Activant Capital Group LLC 61,306,253$1.73* SVF Beaver II (DE) LLC Merger Agreement 55,188,435$8.01* Merger Agreement 6,877,283$8.01* Better Portfolio Holdings 1 LLC27,141,628$0.00003$12,294,343 LCG4 Best LP23,203,001$3.84* 1/0 Mortgage Investment LLC25,704,813$0.03$10,873,136 1/0 Real Estate LLC6,522,761$0.32$867,527 BHFHC Distribution Trust65,000,000$10.00* Arnaud Massenet Merger Agreement 1,242,188$0.004$557,742 Merger Agreement 150,000$9.785* Merger Agreement (Public Warrants) 37,500$0.86* Michael Edelstein124,219$0.004$55,774 Prabhu Narasimhan Merger Agreement 828,125$0.004$371,828 Merger Agreement 50,000$9.785* Merger Agreement 12,500$0.86* Sangeeta Desai124,219$0.004$55,774 Zachary Frankel3,176,553$0.00003$1,438,883 Caroline Harding2,500$10.28 per unit * Kevin Ryan527,961$1.66* Nicholas Calamari5,978,074$0.022$2,576,550 The Nicholas J Calamari Family Trust1,222,903$0.00003$553,938 Paula Tuffin246,515$0.20$62,368 Technology Stock Holding Master Trust/Series Tuffin 2021 Trust 822,125$0.01$364,201 Sigurgeir Jonsson5,973,526$0.32$794,479 The Sigurgeir Orn Jonsson 2020 Family Trust3,103,721$0.00003$1,405,893 The Anika G Austin Descendants Trust1,222,903$0.00003$553,938 Vishal Garg69,968,642$0.00003$31,693,696 Unnamed Selling Securityholder764,142$1.66* _______________ *Represents no potential profit per share or a potential loss per share based on illustrative market price. (1)The potential aggregate profits are calculated assuming that all shares of Better Home & Finance Class A common stock were sold at a price of $0.453 per share (the closing prices of Better Home & Finance Class A common stock on December 1, 2023). Shares underlying warrants are not reflected in the table above because the exercise price of $11.50 is greater than the closing price of Better Home & Finance Class A common stock on December 1, 2023. The trading price of Better Home & Finance Class A common stock may be different at the time a selling securityholder decides to sell its securities. Table of Contents

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+Prospectus Summary — Transfer of Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China (Post-Business Combination)" and see

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+SUMMARY OF THE PROSPECTUS 1

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY
+
+ 
+
+This summary highlights information contained
+elsewhere in this Prospectus. Because this is only a summary, it does not contain all information that may be important to you. You should
+read the entire Prospectus and should consider, among other things, the matters set forth under "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the notes
+thereto appearing elsewhere in this Prospectus before making an investment decision. This Prospectus contains forward-looking statements
+and information relating to the Company. See "Cautionary Notes."
+
+ 
+
+The Company is based in Houston, Texas, and was
+established in 2003. For more detailed information respecting its corporate history, see "Description of Business
+– History." The address of our principal executive office is 6201 Bonhomme Road, Suite 466S, Houston, TX 77036, and our
+telephone number is (832) 606-7500. Its website is www.chnc-hdh.com. The information contained thereon is not intended to be incorporated
+into this Prospectus or the registration statement of which it is a part.
+
+ 
+
+We provide educational and other services to
+the cannabis industry (the "Pharmacology University Business") (see "Description of Business –
+Business – Pharmacology University Business") and clinical trial services to Sponsors and CROs and clinical trials
+that we conduct as a Sponsor (the "Alpha Research Business") (see "Description of Business –
+Business – Alpha Research Business") "Sponsor" means a person who takes responsibility for and initiates
+a clinical investigation of a drug or medical device, including an individual or pharmaceutical company, governmental agency,
+academic institution, private organization, or other organization. "CRO" means a person that assumes, as an independent
+contractor with a Sponsor, one or more of the obligations of a Sponsor, such as the design of a protocol, selection or monitoring of
+investigations, evaluation of reports, and preparation of materials to be submitted to the U.S. Food and Drug Administration (the
+"FDA").
+
+ 
+
+Implications of Being an Emerging Growth Company
+
+ 
+
+We are an "emerging growth company"
+as defined in the Jumpstart Our Business Startups Act (known as the "JOBS Act"). Under the JOBS Act, we may utilize reduced
+reporting requirements that are otherwise applicable to public companies, including delaying auditor attestation of internal control
+over financial reporting, providing only two years of audited financial statements and related Management s Discussion and Analysis
+of Financial Condition and Results of Operations in this Prospectus and the reports that we will file with the U.S. Securities and Exchange
+Commission (the "SEC"), including reduced executive compensation disclosures.
+
+ 
+
+We are permitted to remain an emerging growth
+company for up to five years from the date of the first sale in this offering. However, if certain events occur before the end of that
+period, including our becoming a "large accelerated filer," our annual gross revenue s exceeding $1.07 billion or our
+issuance of more than $1.0 billion of nonconvertible debt in any three-year period, we will cease to be an emerging growth company.
+
+ 
+
+We have elected to take advantage of certain
+of the reduced disclosure obligations in this Prospectus and the registration statement of which it is a part and may elect to take advantage
+of other reduced reporting requirements in future filings. In particular, in this Prospectus, we have provided only two years of audited
+financial statements and have not included all of the information relating to executive compensation that would be required if we were
+not an emerging growth company. As a result, the information that we provide to our stockholders may be different from that which might
+be received from public reporting companies that are not emerging growth companies. We have irrevocably elected to avail ourselves of
+the extended transition period for complying with new or revised accounting standards and therefore, we will be subject to the same new
+or revised accounting standards as private companies.
+
+ 
+
+ 
+
+ 
+
+ 4 
+
+ 
+
+ 
+
+ 
+
+Recent Developments
+
+ 
+
+The COVID-19 pandemic has harmed the Company.
+
+ 
+
+Early in 2020, the COVID-19 pandemic resulted
+in decreased business activity and restrictions on the conduct of businesses, including mandatory lockdowns. Because of these restrictions,
+all our classrooms and public venues were closed and other Pharmacology University Business activities that required face-to-face contact,
+such as its consulting services and franchising and marketing efforts, were sharply reduced or terminated. Among other things, the Pharmacology
+University Business closed its seminars in Ecuador and the Dominican Republic; ceased holding classes at the University of Tadeo in Bogota,
+Cartagena and Santa Marta, Colombia; and ceased all travel. The business conducted by the Alpha Research Business has also been adversely
+affected because several of the clinical studies in which it was participating were deferred, shortened or canceled. These restrictions
+have been reduced or eliminated in many jurisdictions, but if the pandemic resurges, they could be reimposed. We have not been able to
+resume classroom teaching and seminars, consulting services, franchising and marketing efforts and the Alpha Research Business has continued
+to be adversely impacted.
+
+ 
+
+As a result of the pandemic, we experienced substantial
+reductions in our revenues and our losses increased in our educational and clinical trial businesses. See "Management s Discussion and Analysis of Financial Condition and Results of Operations – Impact of the COVID-19 Pandemic." To protect
+our business from disruption caused by the COVID-19 pandemic and to enable our students to continue to be educated, we created online
+courses. We currently have over 100 online videos in English, Spanish, Portuguese, Italian and Arabic. We also commenced the use of Zoom
+meetings to hold virtual classes to teach students and be able to respond to their questions in real time. We believe that these measures
+have helped us to manage our business prudently during the pandemic; nevertheless, much of our business depends on personal contacts,
+and we have not been able to reduce the adverse effects of the pandemic s reducing or eliminating personal contact.
+
+ 
+
+Risk Factors Summary
+
+ 
+
+Our business is subject to many risks and uncertainties
+of which you should be aware before deciding whether to invest in Common Stock, in addition to general business risks. These risks are
+more fully described in the section titled "Risk Factors" immediately following this Prospectus Summary. These risks include,
+among others, the following:
+
+ 
+
+ 
+ 
+ 
+ The COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic have materially and adversely impacted and will continue materially and adversely to impact our business, results of operations and financial condition. In particular, our revenues have decreased and our losses have increased, in each case materially, since the onset of the pandemic.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The Company expects to encounter significant challenges in recovering from the adverse effects of the COVID-19 pandemic and can give no assurances respecting its success in meeting them.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The Company has incurred net losses each year since its inception
+and may not be able to achieve profitability. It has incurred net losses of 1,032,579, $885,171 and $159,308 for the fiscal years ended
+May 31, 2023, May 31, 2022, and May 31, 2021, respectively. Its accumulated deficit for the fiscal years ended May 31, 2023, May 31,
+2022, and May 31, 2021, were 4,682,736, $3,650,156 and $2,764,985, respectively. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ The Alpha Research Business is conducted in a highly competitive industry and may not be able to compete successfully with its current or future competitors.
+
+ 
+
+ 
+
+ 
+
+ 5 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Both the Pharmacology University Business and the Alpha Research Business are subject to a wide variety of complex, evolving, and, with respect to the Pharmacology University Business, sometimes inconsistent and ambiguous laws and regulations that may adversely impact their operations and could cause the Company to incur significant liabilities including fines and criminal penalties, which could have a material adverse effect on its business, results of operations, and financial condition.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The Alpha Research Business is conducted in a highly competitive industry and may not be able to compete successfully with its current or future competitors.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Following

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+This prospectus is not an offer to sell any securities other than the shares of common stock offered hereby. This prospectus is not an offer to sell securities in any circumstances in which such an offer is unlawful. We have not authorized anyone, including any salesperson or broker, to give oral or written information about this offering, the Company, or the shares of common stock offered hereby that is different from the information included in this prospectus. You should not assume that the information in this prospectus, or any supplement to this prospectus, is accurate at any date other than the date indicated on the cover page of this prospectus or any supplement to it. 1 ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or contained in any prospectus supplement or free writing prospectus filed with the Securities and Exchange Commission (the SEC ). Neither we nor the selling stockholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. As used in this prospectus, unless otherwise designated, the terms we, us, our, the Company, Cyber and our Company refer to Cyber Enviro- Tech, Inc., a Wyoming corporation, and its subsidiaries. CYBER ENVIRO-TECH, INC., the CYBER logo and other trademarks or service marks of CYBER appearing in this prospectus are the property of CYBER or its subsidiaries. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders. IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY We are an emerging growth company, as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include: being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure; not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting; not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements; reduced disclosure obligations regarding executive compensation; and not being required to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies. We are also a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We will remain a smaller reporting company until the end of the fiscal year in which (i) we have a public common equity float of more than $250 million, or (ii) we have annual revenues for the most recently completed fiscal year of more than $100 million and a public common equity float or a public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company. We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different from what you might receive from other public reporting companies in which you hold equity interests. 2 CAUTION REGARDING FORWARD-LOOKING STATEMENTS This registration statement and the documents that are incorporated herein by reference contain certain forward-looking statements within the meaning of United States securities laws, including the Private Securities Limitation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and may be identified by the use of words including, but not limited to the following; may, believe, will, expect, project, estimate, anticipate, plan, continue, or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These forward-looking statements are based on the Company s current plans and expectations and are subject to a number of risks, uncertainties and other factors which could significantly affect current plans and expectations and our future financial condition and results. These factors, which could cause actual results, performance and achievements to differ materially from those anticipated. You should read this prospectus completely and with the understanding that actual future results may materially differ from expectations set forth in forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, when evaluating the information presented in this registration statement or our other disclosures because current plans, anticipated actions, and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. We have not undertaken any obligation to publicly update or revise any forward-looking statements. All of our forward-looking statements speak only as of the date of the document in which they are made or, if a date is specified, as of such date. Subject to mandatory requirements of applicable law, we disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in expectations or any changes in events, conditions, circumstances or information on which the forward-looking statement is based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the risk factors set forth in the section entitled Risk Factors in this prospectus. 3 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. In this Prospectus, the terms Cyber Enviro-Tech, Inc. Company, we, us and our refer to Cyber Enviro-Tech, Inc. Overview We are a for-profit company and electing a fiscal year end of December 31. We were incorporated in the State of Wyoming in April of 1992 under the name of Biolectronics, Corp. Bio-Life Systems, Inc. until November 2001 Educational Services International, Inc. until November 2009 WindPower Innovations, Inc. until January 2014 NexGen Holdings Corp. until April 30, 2021 Cyber Enviro-Tech, Inc. current name Cyber Enviro-Tech, Inc. has a limited history of operations. The Company is an emerging growth company under the Jumpstart Our Business Startups Act. Our principal executive office is located at Cyber Enviro-Tech, Inc., 6991 E. Camelback Road, Suite D-300, Scottsdale, Arizona 85251 Our telephone number is 866 687-6856. Our Internet site is located at: www.cyberenviro.tech. We maintain our statutory registered agent's office at Registered Agents Inc. 30 N Gould St Ste R, Sheridan, WY 82801 USA Telephone Number. (307) 200-2803 GENERAL INTRODUCTION CYBER ENVIRO-TECH, INC. ( CETI ) is a water technology Company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. Our water filtration and alternative energy systems will have neural sensors, controls and networks - all connected to a cellular device. The Company has aggregated technologies to produce a water filtration system. CETI will be outsourcing the production of its water filtration systems. However, the Company intends to generate revenues from its retail sales net margins. At this time CETI has not entered into any outsourcing agreements with third parties. Mission Statement - To apply Oil and Water Technologies to efficiently and effectively pump oil and clean contaminated industrial wastewater. Water Filtration Technology - The Companies wastewater filtration technologies will enable them to make water usage & consumption safer, more efficient and less expensive. We plan to accomplish this by integrating into each water filtration system simplified controls, machine learning, digital automation, Artificial Intelligence, Online - Realtime Monitoring Systems, Closed Loop Controls, United Nations SDG6 Protocols, Electro Dialysis, Nanofiltration, Micro cavitation, Improved Selectivity Removal, Integrated SCADA Direct to EPA and creative online monitoring to insure and maintain water quality remotely in real-time. Oil Well Downhole Pumps, Sensors and Related Technologies in our Pilot Project In our initial water filtration project, we are using our technical expertise to not only filter water but also to increase the production capacity of stripper wells (oil wells producing less than 15 barrels a day). The Company uses a submersible pump technology to eliminate old sucker rod technology which could reduce downtime repairs and possibly increase revenue. The submersible downhole pumps can pump significantly more fluid in the same period of time than the old sucker rod technology and removes the eyesore of these pump jacks. 4 CETI also uses downhole monitoring through multiple down hole sensors. This is leveraged by being able to control hundreds of wells simultaneously and remotely through a neuro network on a cell phone or other electronic devices CETI wells operate off of a solar platform and ultimately by taking methane gas trapped in water and extracting the gas to use for power. Combined, this will enable CETI to reduce power which would result in overall lower production costs. Target Markets - Our target markets include some of the largest water contamination industries in the world which include the oil & gas industry. When funds permit, the company will review mining, agriculture, meat packing, dairy farms & feedlots and rural municipalities for the use of its water filtration system. Initial Target Market CETI s board has identified the oil & gas industry as its initial target market for rollout and execution of the Companies technologies. The reason for this is 3-fold: 1) The high level of contaminants found in oil production wastewater which will validate the capabilities of CETI s water filtration technologies. 2) The recurring revenue generated monthly to the Company from producing oil wells, and 3) The substantial increase in the price of oil. CETI s water filtration technology will assist both the Railroad Commission of Texas (RRC) and EPA to manage the 2021 regulatory EPA mandates for the injection of contaminated oil well water back into the ground. This could potentially reduce the water sourcing needed to clean the contaminated water. How The Water Filtration Industry and The Oil & Gas Industry are Related? High Water Usage: For every barrel of oil there is between 3 to 8 barrels of water produced out of the well. This is expected to increase up to 25 to 1 by 2025. Highly Contaminated Well Water: Oil well water typically contains extremely high levels of brine, Barium and Strontium which contains radioactive isotopes among many other lethal chemicals. Laws enacted in 2021: Recently established laws mandated by the Texas Railroad Commission and the EPA require contaminated oil well water to be cleaned before injecting it back into the ground. Costly To Truck Water: The alternative of trucking the contaminated water out of the field to be cleaned and trucking clean water back to the field can add significant expense to the cost of production. Fluid Dynamics: All fluids extracted downhole from a well must be replaced under Texas law. Additionally, the water injected back into the ground is what maintains field pressure for continued production. For its Pilot Project, CETI has acquired the oil & gas mineral rights to the Alvey Oil Field (a 479-acre Pilot oil field located in West Texas and is the registered operator of record with the Railroad Commission of Texas. The purpose for this Pilot oil field is to demonstrate CETI s oil & gas water filtration system, downhole pump and related technologies and to create recurring revenue to ensure Company overhead, operational costs, profit and investor return are covered on an ongoing basis. Revenue Model CETI has identified 5 revenue streams to the company within the oil & gas industry which are as follows: 1) CETI Retains Ownership of Producing Assets CETI has acquired the mineral right to a 479-acre oil field in West Texas. Not only will CETI benefit from the recurring revenue produced from said wells, but has the ability to add an additional 250 new wells. An independent geological report estimated recoverable inground reserves between 44.8MM to 57.6MM barrels of oil. 2) Income Sharing with Industry Field Operator Partners CETI intends to incorporate its downhole pump technologies with other small and medium oil field Operators. All increases in production and savings from lower lift costs resulting from our technologies will be split on an estimated 80% CETI 20% Operator basis. 5 3) Equipment Service Agreements (SLA s) CETI will enter into an SLA to service every water filtration system sold. This will create an additional revenue stream to the company and enable it to ensure the longevity, productivity and stability of each system sold and operating in the field. 4) Sales of Water Filtration Systems CETI will be outsourcing the production of its water filtration systems. However, the Company intends to generate revenues from its retail sales net margins. At this time CETI has not entered into any outsourcing agreements with third parties. 5) Equipment Leasing Ultimately, CETI will incorporate an in-house/private label equipment leasing program. This will create recurring revenue to the company, control of its technology, and ultimately create an asset base to the Company when the equipment comes off lease. Independent Auditor Explanatory Paragraph CETI s independent auditors have added an explanatory paragraph to their report of our audited financial statements for the calendar year 2022, stating that our net operating loss of $481,708, minimal revenues and dependence on our ability to raise additional capital to continue our business, raise substantial doubt about our ability to continue as a going concern. For the nine months ending September 30, 2023 the net loss from operations was $2,298,654 and minimal sales so there still is substantial doubt about our ability to continue as a going concern. Our financial statements and their explanatory notes included as part of this prospectus do not include any adjustments that might result from the outcome of this uncertainty. There is no guarantee that we will be able to raise funds through stock sales, debt instruments, or private financing. While we are pursuing a number of financing avenues, currently we have no agreements in place to raise money through debt instruments or private financing. If we fail to obtain additional financing, we may be forced to cease our planned business operations altogether. There is no assurance that the Company will be able to obtain any bank loans or private financing. We expect to continue to incur losses for at least the next 6 months since we expect that the revenue we generate, is insufficient to cover our expenses. Our current cash levels can carry us for 3 months or more but we do not have sufficient cash or cash equivalents to execute our plan of operations during the period of anticipated losses. While we are close to producing more revenue in our Pilot oil field project, we will need to obtain additional financing through equity security sales, debt instruments or private financing, to conduct our day-to-day operations, and to fully execute our business plan. We plan to raise the capital necessary to fund our business through the sale of equity securities, debt securities, debt instruments or private financing. (See MD&A section later in this document). DESCRIPTION OF PROPERTY Our corporate office is located at 6991 E. Camelback Road, Suite D-300, Scottsdale, Arizona 85251. We lease office space from an Executive office leasing company (Regis) in which we have access to private offices, conference rooms, training rooms and other corporate facilities on an as needed basis. There are currently no proposed programs for renovation, improvement or development of the facility currently in use. The company pays $125 a month on a month-to-month lease. PRINCIPAL OPERATIONS AND PRODUCTS OF THE COMPANY In the General Introduction above, it covered much of our principal operations and current products. However, to provide a brief summary: CETI is an oil and water technology company that designs water purification solutions for commercial applications and industries. CETI has aggregated technologies to produce water filtration system that can clean contaminated industrial wastewater. Pilot Project is in the Alvey Oil Field in West Texas. We are our own first client in that we are the operator of record and leaseholder of an oil field to demonstrate both our water filtration technology as well as our unique oil production processes and related technologies. Our principal purpose is to engage in environmentally friendly projects involving commercial water filtration and our initial project is in the oil industry, a heavy user of contaminated water. 6 RISK FACTORS The Company's financial condition, business, operations and prospects involve a high degree of risk. You are urged to carefully read and consider the risks and uncertainties beginning on page 9 of this prospectus entitled Risk Factors as well as the other information in this report before deciding to invest in our Company. All known materials risks are discussed in the Risk Factors section of this prospectus. If any of the risks beginning on page 9 of this Prospectus entitled Risk Factors are realized, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means that our stockholders could lose all or a part of their investment THE OFFERING We have 125,818,142 shares of common stock issued and outstanding as of November 27, 2023. Through this offering we will register 8,397,721 shares held by existing shareholders (Selling Stockholders). We will not receive any of the proceeds from the 8,397,721 shares held by Selling Stockholders. Selling Stockholders Common stock offered by Selling Stockholders 8,397,721 shares of common stock. This number represents approximately 7% of our current outstanding common stock (1). Common stock outstanding before the offering (1) 125,818,142 shares of common stock as of November 27, 2023. Terms of the Offering The present Selling Security Holders will determine when and how they will sell the common stock offered in this prospectus. Use of proceeds, existing Security Holders Cyber Enviro Tech will not receive any of the proceeds of the offering from the existing Security Holders. The Selling Security Holders will receive all of the proceeds. Plan of Distribution The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriter, broker-dealers or agents. Registration of the common stock covered by this prospectus does not mean, however , that such shares necessarily will be offered or sold. See Plan of Distribution. Risk Factors The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See Risk Factors beginning on page 9. (1) Based on 125,818,142 shares of common stock outstanding as of November 27, 2023. This prospectus relates to the sale of up to 8,397,721 shares of our common stock by the selling shareholders identified in the section of this prospectus entitled Selling Stockholders. The number of common shares offered by this prospectus represents up to approximately 7% of the total common stock outstanding before the offering. We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future. The Company has no equity compensation plans and individual compensation arrangements except as noted in section Market for Common Equity and Related Shareholder Matters and does not intend to enter into any additional equity compensation plans and individual compensation arrangements in the future. Information regarding the Selling Stockholders (8,397,721 shares), the common shares being offered to sell under this prospectus, and the times and manner in which they may offer and sell those shares, is provided in the sections of this prospectus entitled "Selling Stockholders" and "Plan of Distribution." CETI will not receive any of the proceeds from the sale of the (22) Selling Stockholders 8,397,721 shares. The registration of common shares pursuant to this prospectus does not necessarily mean that any of those shares will ultimately be offered or sold by the Selling Stockholders. 7

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+PROSPECTUS SUMMARY The following summary highlights some of the information in, or incorporated by reference into, this prospectus and may not contain all of the information that may be important to you. Before deciding whether to invest in Senior Demand Notes, you should carefully read this entire prospectus and any applicable prospectus supplement, and the information that is incorporated by reference herein and therein. 1st FRANKLIN FINANCIAL CORPORATION 1st Franklin Financial Corporation has been engaged in the consumer finance business since 1941, particularly in making consumer loans to individuals in relatively small amounts for short periods of time. Other lending activities include the purchase of sales finance contracts from dealers and the making of first and second mortgage loans on real estate to homeowners. As of March 31, 2023, our business was operated through a network of 347 branch offices located in Alabama, Georgia, Kentucky, Louisiana, Mississippi, South Carolina, Tennessee, Texas and Virginia. We fund our loans through a combination of the issuance of short and longer-term debt securities, including our Senior Demand Notes and Variable Rate Subordinated Debentures, as well as with borrowings from time to time under our revolving credit facility. Our credit facility provides for secured borrowings of up to $230.0 million, or a lesser amount as determined based on our then-applicable borrowing base (as defined in our credit agreement). As of March 31, 2023, we had $149.4 million in availability under our credit facility. Borrowings against the credit facility at March 31, 2023 were $80.5 million. This credit facility matures on February 28, 2025, unless extended. We also offer optional credit insurance coverage to our customers when making a loan. This coverage may include credit life insurance, credit accident and health insurance, and/or credit property insurance. Customers may request credit life insurance coverage to help assure any outstanding loan balance is repaid if the customer dies before the loan is repaid, or they may request credit accident and health coverage to help continue loan payments if the customer becomes sick or disabled for an extended period of time. Customers may also choose credit property coverage to protect the value of loan collateral against damage, theft or destruction. We write these various insurance products as an agent for a non-affiliated insurance company. Under various agreements, our wholly-owned insurance subsidiaries reinsure the insurance coverage purchased by our customers and written on behalf of this non-affiliated insurance company. 1st FRANKLIN FINANCIAL CORPORATION IS NOT A BANK. THE SENIOR DEMAND NOTES ARE NOT BANK DEPOSITS OR SIMILAR OBLIGATIONS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR THE SECURITIES INVESTOR PROTECTION CORPORATION OR ANY OTHER FEDERAL OR STATE AGENCY. Our principal executive office is located at 135 East Tugalo Street, Toccoa, Georgia 30577, and our phone number at that address is (706) 886-7571 or (800) 282-0709. If an emerging growth company, indicated 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 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 which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 1ST FRANKLIN FINANCIAL CORPORATION $900,000,000 SENIOR DEMAND NOTES _________________________________________________ 1st Franklin Financial Corporation (the "Company" or "1st Franklin") is offering to sell Senior Demand Notes on a continuous basis. The Senior Demand Notes will have the following principal terms and features: General: The Senior Demand Notes will be senior, unsecured obligations of the Company and will be issued under an Indenture, as amended, between us and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee. Principal amount: The principal amount of each Senior Demand Note held by an investor at any time will be equal to all amounts invested in such Senior Demand Note, together with accrued and unpaid interest, less redemptions. Denominations: Senior Demand Notes will be issued and sold in initial denominations of $25.00 or more, and in any amounts thereafter. Redemption: Senior Demand Notes will be payable or redeemable at any time upon request. We will honor partial redemption requests for redemption so long as the remaining outstanding balance is at least $1.00. In certain instances, a holder of Senior Demand Notes will be able to redeem all or a part of the holder's Senior Demand Notes by writing drafts against such balances. Interest rate: The interest rate payable on Senior Demand Notes will be a variable rate, compounded daily, and will depend upon a holder s then-current daily balance of Senior Demand Notes. We may establish, in our discretion, separate interest rates for Senior Demand Notes with daily balances from $1.00 to $2,499.99; $2,500.00 to $9,999.99; $10,000.00 to $49,999.99; $50,000.00 to $99,999.99; and $100,000.00 and over. When an interest rate is established for a range of balances, it will become effective for and applied to all Senior Demand Notes with a current daily balance within that range, whether existing or newly issued. These interest rates may be the same or different for each range of balances, and we may increase or decrease the interest rate for any range independently of the others without notice after the date of investment. A holder of Senior Demand Notes will not be expressly notified of changes in any applicable interest rate; then-current interest rates will be available by calling or visiting our executive offices, and on our website. Maturity: The Senior Demand Notes will have no stated maturity. They will be payable in whole or in part at any time upon the request of a holder, and will be callable by the Company upon written notice at any time without premium. We will publish the most recently determined and then applicable interest rate for each balance range in a newspaper of general circulation in Toccoa, Georgia, the location of the Company s principal place of business, and on our web site at http://www.1ffc.com. The information on our website is not a part of, or incorporated by reference into, this prospectus. You can also obtain a list of the most recently determined interest rates by calling or visiting our executive offices in Toccoa, Georgia. A prospectus supplement setting forth the most recently determined interest rates will be filed with the SEC, as appropriate. We are offering the Senior Demand Notes on a continuous basis, until such time as all of the Senior Demand Notes being offered hereunder have been sold, or until the registration statement relating hereto ceases to be effective with the SEC. The Senior Demand Notes will be offered directly to the public by us, without an underwriter. We cannot assure you that all or any portion of the Senior Demand Notes we are offering will be sold. We do not have to sell any minimum amount of Senior Demand Notes to accept and use the proceeds of this offering. Proceeds from the sale of the Senior Demand Notes will be placed in our general treasury when received. We have not made any arrangement to place any of the proceeds from this offering in an escrow, trust or similar account. Therefore, you cannot be guaranteed of the return of your investment. The Senior Demand Notes are not and will not be listed on any securities exchange and there is no and will be no public trading market for the Senior Demand Notes. We have the right to reject any subscription for Senior Demand Notes, in whole or in part, for any reason. You should carefully read this prospectus and any applicable prospectus supplement, including the information incorporated by reference, before you decide whether to invest in Senior Demand Notes. Investing in Senior Demand Notes involves risks. See Risk Factors beginning on page 5 for a description of these risks. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Senior Demand Notes, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. 1st FRANKLIN FINANCIAL CORPORATION IS NOT A BANK. THE SENIOR DEMAND NOTES ARE NOT BANK DEPOSITS OR SIMILAR OBLIGATIONS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR THE SECURITIES INVESTOR PROTECTION CORPORATION OR ANY OTHER FEDERAL OR STATE AGENCY. The Trustee has not provided or approved any information in this prospectus, takes no responsibility for any information contained in this prospectus and makes no representations as to the contents of this prospectus. Price to Public Underwriting Discounts and Commissions (1) Proceeds to Company (2) Per Senior Demand Note 100% None 100% Total $900,000,000 None $900,000,000 (1) The Senior Demand Notes are not being offered or sold pursuant to any underwriting or similar agreement, and no commissions or other remuneration will be paid in connection with their sale. The Senior Demand Notes will be sold at face value. (2) Before deduction of our expenses, estimated at $158,826. THE DATE OF THIS PROSPECTUS IS ____ __, 2023 You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with any different information. You should not assume that the information contained or incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than as of the date of this prospectus, the applicable prospectus supplement or the date the documents incorporated by reference were filed with the SEC. We are offering to sell, and seeking offers to buy, the securities registered by this prospectus only in jurisdictions where these offers and sales are permitted. TABLE OF CONTENTS PROSPECTUS SUMMARY 3

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our securities. You should carefully read the entire prospectus, including Risk Factors as well as the documents that we incorporate by reference into this prospectus, including our financial statements and notes thereto, before making an investment decision. Corporate Overview We are a clinical stage biotechnology company that develops cyclodextrin-based products for the treatment of disease. We filed a Type II Drug Master File with the U.S. Food and Drug Administration ( FDA ) in 2014 for our lead drug candidate, Trappsol Cyclo (hydroxypropyl beta cyclodextrin) as a treatment for Niemann-Pick Type C disease ( NPC ). NPC is a rare and fatal cholesterol metabolism disease that impacts the brain, lungs, liver, spleen, and other organs. In 2015, we launched an International Clinical Program for Trappsol Cyclo as a treatment for NPC. In 2016, we filed an Investigational New Drug application ( IND ) with the FDA, which described our Phase I clinical plans for a randomized, double blind, parallel group study at a single clinical site in the U.S. The Phase I study evaluated the safety of Trappsol Cyclo along with markers of cholesterol metabolism and markers of NPC during a 14-week treatment period of intravenous administration of Trappsol Cyclo every two weeks to participants 18 years of age and older. The IND was approved by the FDA in September 2016, and in January 2017 the FDA granted Fast Track designation to Trappsol Cyclo for the treatment of NPC. Initial patient enrollment in the U.S. Phase I study commenced in September 2017, and in May 2020 we announced Top Line data showing a favorable safety and tolerability profile for Trappsol Cyclo in this study. We have also completed a Phase I/II clinical study approved by several European regulatory bodies, including those in the United Kingdom, Sweden and Italy, and in Israel. The Phase I/II study evaluated the safety, tolerability and efficacy of Trappsol Cyclo through a range of clinical outcomes, including neurologic, respiratory, and measurements of cholesterol metabolism and markers of NPC. Consistent with the U.S. study, the European/Israel study administered Trappsol Cyclo intravenously to NPC patients every two weeks in a double-blind, randomized trial, but differs in that the study period was for 48 weeks (24 doses). The first patient was dosed in this study in July 2017, and in March of 2021 we announced that 100% of patients who completed the trial improved or remained stable, and 89% met the efficacy outcome measure of improvement in at least two domains of the 17-domain NPC severity scale. Additionally, in February 2020 we had a face-to-face Type C meeting with the FDA with respect to the initiation of our pivotal Phase III clinical trial of Trappsol Cyclo based on the clinical data obtained to date. At that meeting, we also discussed with the FDA submitting a New Drug Application (NDA) under Section 505(b)(1) of the Federal Food, Drug, and Cosmetic Act for the treatment of NPC in pediatric and adult patients with Trappsol Cyclo . A similar request was submitted to the European Medicines Agency ( EMA ) in February 2020, seeking scientific advice and protocol assistance from the EMA for proceeding with a Phase III clinical trial in Europe. In October 2020 we received a Study May Proceed notification from the FDA with respect to the proposed Phase III clinical trial, and in June of 2021 we commenced enrollment in TransportNPC, a pivotal Phase II study of Trappsol Cyclo for the treatment of NPC. Preliminary data from our clinical studies suggest that Trappsol Cyclo releases cholesterol from cells, crosses the blood-brain-barrier in individuals suffering from NPC, and results in neurological and neurocognitive benefits and other clinical improvements in NPC patients. The full significance of these findings will be determined as part of the final analysis of these clinical trials. On May 17, 2010, the FDA designated Trappsol Cyclo as an orphan drug for the treatment of NPC, which would provide us with the exclusive right to sell Trappsol Cyclo for the treatment of NPC for seven years following FDA drug approval. In April 2015, we also obtained Orphan Drug Designation for Trappsol Cyclo in Europe, which will provide us with 10 years of market exclusivity following regulatory approval, which period will be extended to 12 years upon acceptance by the EMA s Pediatric Committee of our pediatric investigation plan (PIP) demonstrating that Trappsol Cyclo addresses the pediatric population. On January 12, 2017, we received Fast Track Designation from the FDA, and on December 1, 2017, the FDA designated NPC a Rare Pediatric Disease. We are also exploring the use of cyclodextrins in the treatment of Alzheimer s disease. In January 2018, the FDA authorized a single patient IND expanded access program using Trappsol Cyclo for the treatment of Alzheimer s disease. After 18 months of treatment in this geriatric patient with late-onset disease, the disease was stabilized and the drug was well tolerated. The patient also exhibited signs of improvement with less volatility and shorter latency in word-finding. We prepared a synopsis for an early stage protocol using Trappsol Cyclo intravenously to treat Alzheimer s disease that was presented to the FDA in January of 2021. We received feedback from the FDA on this synopsis in April 2021 and incorporated the feedback into an IND for a Phase II study for the treatment of Alzheimer s disease with of Trappsol Cyclo that we submitted to the FDA in November 2021. In December of 2021, we received IND clearance from the FDA, allowing us to proceed with our Phase II study of Trappsol Cyclo for the treatment of Alzheimer s disease. We expect to begin enrollment in this study during 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 We filed an international patent application in October 2019 under the Patent Cooperation Treaty directed to the treatment of Alzheimer s disease with cyclodextrins, and we are pursuing national and regional stage applications based on this international application. The terms of any patents resulting from these national or regional stage applications would be expected to expire in 2039 if all the requisite maintenance fees are paid. We also continue to operate our legacy fine chemical business, consisting of the sale of cyclodextrins and related products to the pharmaceutical, nutritional, and other industries, primarily for use in diagnostics and specialty drugs. However, our core business has transitioned to a biotechnology company primarily focused on the development of cyclodextrin-based biopharmaceuticals for the treatment of disease from a business that had been primarily reselling basic cyclodextrin products. Risks Associated With our Business Our ability to execute our business strategy is subject to numerous risks, as more fully described in the section captioned Risk Factors immediately following this prospectus summary. You should read these risks before you invest in our securities. In particular, risks associated with our business include, but are not limited to, the following: We have suffered recent losses and our future profitability is uncertain. We need additional capital to fund our operations as planned. We have not received approval for any drug candidate for commercial sale and, as a result, we have never generated any revenue from the sale of biopharmaceutical products, and expect to continue to incur significant financial losses in the future, which makes it difficult to assess our future viability. We are largely dependent upon the success of our Trappsol Cyclo product, which may never receive regulatory approval. Even if Trappsol Cyclo receives regulatory approval, we may not be successful in our commercialization efforts and Trappsol Cyclo may fail to achieve the degree of market acceptance by physicians, patients, healthcare payors and others in the medical community necessary for commercial success. The results of our clinical trials may not support our product claims or may result in the discovery of adverse side effects. Clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results. Later discovery of previously unknown problems could limit our ability to market or sell Trappsol Cyclo , even if it is initially approved, and can expose us to product liability claims. We rely in part on third parties for research and clinical trials for products using Trappsol Cyclo . We currently have no marketing and sales organization for our pharmaceutical candidates and may have to invest significant resources to develop these capabilities. If we are unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell our product candidates, we may not be able to generate product revenue. We rely upon third parties for the manufacture of Trappsol Cyclo and are dependent on their quality and effectiveness. We face competition from well-funded companies to treat NPC. The rights we rely upon to protect our unpatented trade secrets may be inadequate. We cannot ensure that patent rights relating to inventions described and claimed in our pending patent applications will issue, that patents based on our patent applications will not be challenged and rendered invalid and/or unenforceable, or that third parties will not find ways to circumvent our patent rights or claim co-ownership thereof. The pharmaceutical business is subject to increasing government price controls and other restrictions on pricing, reimbursement and access to drugs, which could adversely affect our future revenues and profitability. We are dependent on our executive officers, and we may not be able to pursue our current business strategy effectively if we lose them. Recent Registered Direct Offering and Concurrent Private Placement On January 3, 2023, we sold to the selling stockholder in a registered direct offering 930,000 shares of our common stock at a purchase price per share of $1.61, and pre-funded warrants to purchase up to an aggregate of 1,678,696 shares of common stock at a purchase price of $1.6099 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.0001 per share and remain exercisable until exercised in full. Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYCLO THERAPEUTICS, INC. In a concurrent private placement, we also issued to the selling stockholder Series A-1 warrants to purchase up to 2,608,696 shares of common stock at an exercise price of $1.36 per share, exercisable for a period of five years from the date of issuance, and Series A-2 warrants to purchase up to 2,608,696 shares of common stock at an exercise price of $1.36 per share, exercisable for a period of three years from the date of issuance. This prospectus relates to the shares of common stock that may be acquired by the selling stockholder upon exercise of the Series A-1 warrants and Series A-2 warrants issued in that private placement (the Warrants ). H.C. Wainwright & Co., LLC acted as our exclusive placement agent in connection with the registered direct offering and concurrent private placement. We paid the placement agent a cash fee equal to 7.5% of the gross proceeds of the offering, a management fee equal to 1.0% of the gross proceeds of the offering, and reimbursed the placement agent for its non-accountable expenses in the amount of $35,000, for fees and expenses of its legal counsel, for other out-of-pocket expenses in the amount of $50,000, and for its clearing expenses in the amount of $15,950. We also issued to designees of the placement agent five-year warrants to purchase an aggregate of 156,522 shares of our common stock at an exercise price of $2.0125 per share. Corporate and other Information We were organized as a Florida corporation on August 9, 1990, with operations beginning in July 1992. In conjunction with a restructuring in 2000, we changed our name from Cyclodextrin Technologies Development, Inc. to CTD Holdings, Inc. We changed our name to Cyclo Therapeutics, Inc. in September 2019 to better reflect our current business, and on November 6, 2020, we reincorporated from the State of Florida to the State of Nevada. Our principal offices are located at 6714 NW 16th Street, Suite B, Gainesville, FL 32653, and our telephone number is (386) 418-8060. We maintain a website at www.cyclotherapeutics.com. Information contained on our website does not constitute part of this prospectus. 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 any fiscal year for so long as either (1) the market value of our shares of common stock held by non-affiliates does not equal or exceed $250 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of any reduced disclosure obligations, it may also make it difficult to compare our financial statements with other public companies. Available Information Because we are subject to the information and reporting requirements of the Exchange Act, we file or furnish, as applicable, annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is www.sec.gov. We make available on our website at www.cyclotherapeutics.com, free of charge, copies of these reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. (Exact name of registrant as specified in its charter) Nevada 2860 59-3029743 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) The Offering Common stock Offered by the Selling Stockholder Up to 5,217,392 shares underlying the Warrants Common Stock Outstanding Prior to this Offering (1) 9,812,544 shares Common Stock Outstanding After this Offering (1) 15,029,936 shares Use Of Proceeds We will not receive any of the proceeds from the sale by the selling stockholder of shares of common stock in this offering. We may receive up to an aggregate of approximately $7,095,650 upon the exercise of the Warrants in full for cash at a price of $1.36 per share of common stock. We currently intend to use the proceeds that we may receive upon exercise of the Warrants to (i) continue with our pivotal Phase III trial for the treatment of NPC with Trappsol Cyclo , (ii) fund further development of our preclinical programs towards IND filings and clinical trials for the treatment of Alzheimer s disease with Trappsol Cyclo and (iii) fund working capital and general corporate purposes. See Use of Proceeds on page 7.

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+This summary highlights information contained in other parts of this prospectus or incorporated by reference into this prospectus from our filings with the Securities and Exchange Commission, or SEC, listed in the section of the prospectus entitled Incorporation of Certain Information by Reference. Because it is only a summary, it does not contain all of the information that you should consider before purchasing our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration statement of which this prospectus is a part, and the information incorporated by reference herein in their entirety, including the Risk Factors and our financial statements and the related notes incorporated by reference into this prospectus, before purchasing our securities in this offering. Unless the context requires otherwise, references in this prospectus to Biocept, we, us and our refer to Biocept, Inc. Our Company We are a molecular oncology diagnostics company that develops and commercializes proprietary clinical diagnostic laboratory assays designed to identify rare tumor cells and cell-free tumor DNA from blood and cerebrospinal fluid, or CSF. The identification of tumor cells and cell-free tumor DNA in CSF has become our principal development focus following our early commercial expansion into CSF in 2020. This product was branded and trademarked as CNSideTM in April 2021. The identification of circulating tumor cells, or CTCs, and circulating cell-free tumor DNA and RNA, or ctDNA and ctRNA, derived from solid tumors such as breast cancer, lung cancer and melanoma using a standard blood sample has been described as a liquid biopsy. This term reflects the ease with which peripheral blood can be drawn compared to performing a surgical biopsy, but this technology is not limited to a peripheral blood approach. In January 2020, we adapted and validated our proprietary blood-based liquid biopsy technology for commercial and clinical research use in CSF to identify tumor cells that have metastasized to the central nervous system, or CNS, in patients with advanced lung cancer or breast cancer. We have subsequently broadened the CNSide indications for use to include all carcinomas and melanomas. CNSide has been designed to improve the clinical management of patients with suspected metastatic cancer involving the CNS by enabling the quantitative analysis and molecular characterization of tumor cells and ctDNA and ctRNA in the CSF. Since then, we have worked extensively with leading neuro-oncologists and other cancer experts to further define and characterize the use of this unique assay. The initial disease focus for CNSide is in leptomeningeal metastasis, or LM. LM is a condition in which the primary tumor develops a secondary malignant growth in leptomeningeal tissue; that is, two of the three membranes surrounding human brain and spinal cord. These membranes are also known specifically as the arachnoid and pia mater. Clinically, this tissue is almost always unobtainable for biopsy purposes and CSF sampling is required for these patients. CSF continuously flows between these membranes and is used clinically to diagnose leptomeningeal disease. The incidence of LM among patients with solid tumors has risen over the past several decades. Epidemiologic studies suggest that 3-8% of patients with solid tumors will develop LM. However, at autopsy, the frequency of LM averages twenty percent and is much higher in some tumor types. The most common solid tumors giving rise to LM are breast cancer, lung cancer, melanoma, and gastrointestinal malignancies. Currently the survivability of leptomeningeal disease in solid tumors in patients not receiving treatment is measured in weeks. The gold standard for making the diagnosis of LM, is CSF cytology, which has a clinical sensitivity of approximately 50%. As a result, MRI imaging is heavily relied upon by oncologists but suffers from a limited 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. PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED MAY 23, 2023 1,457,194 Shares of Common Stock Pre-Funded Warrants to Purchase up to 1,457,194 Shares of Common Stock Warrants to Purchase up to 2,914,388 Shares of Common Stock We are offering 1,457,194 shares of common stock and warrants to purchase up to 2,914,388 shares of our common stock at a combined public offering price of $ per share of common stock and accompanying warrants. We are also offering to those purchasers, if any, whose purchase of our common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity, in lieu of purchasing common stock, to purchase pre-funded warrants to purchase shares of our common stock, or Pre-Funded Warrants. Each Pre-Funded Warrant will be exercisable for one share of our common stock (subject to adjustment as provided for therein) at any time at the option of the holder until such Pre-Funded Warrant is exercised in full, provided that the holder will be prohibited from exercising Pre-Funded Warrants for shares of our common stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common stock then issued and outstanding. However, any holder may increase such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. The purchase price of each Pre-Funded Warrant will equal the price per share at which shares of our common stock and accompanying warrants to purchase common stock are being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will equal $0.0001 per share of common stock. For each Pre-Funded Warrant purchased in this offering in lieu of common stock, we will reduce the number of shares of common stock we are offering by one. Pursuant to this prospectus, we are also offering the shares of common stock issuable upon the exercise of the warrants and Pre-Funded Warrants offered hereby. Each share of our common stock, or Pre-Funded Warrant in lieu thereof, is being sold together with a warrant to purchase one share of our common stock. Each warrant will have an exercise price per of $ per share, will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The shares of our common stock and warrants are immediately separable and will be issued separately, but will be purchased together in this offering. Our common stock is listed on The Nasdaq Capital Market under the symbol BIOC. On May 18, 2023, the last reported sale price of our common stock on The Nasdaq Capital Market was $5.49 per share. The final public offering price of the securities offered hereby, as well as the exercise price of the warrants to purchase common stock, will be determined through negotiation between us and the lead underwriter in this offering and the recent market price used throughout the prospectus may not be indicative of the actual offering price. There is no established trading market for the warrants or Pre-Funded Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the warrants or Pre-Funded Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the warrants and the Pre-Funded Warrants will be limited. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 6 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. 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. Per Share and Accompanying Warrants Per Pre-Funded Warrant and Accompanying Warrants Total Public offering price $ $ $ Underwriting discounts and commissions(1) $ $ $ Proceeds, before expenses, to us $ $ $ (1) See Underwriting beginning on page 12 for additional disclosure regarding underwriting discounts and commissions and reimbursement of expenses. We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to an additional 218,579 shares of common stock and accompanying warrants to purchase up to 437,518 shares of common stock at the public offering price, less the underwriting discounts and commissions. We anticipate that delivery of the shares, Pre-Funded Warrants and warrants against payment will be made on or about , 2023. Sole Book-Running Manager EF HUTTON division of Benchmark Investments, LLC Lead Manager Brookline Capital Markets a division of Arcadia Securities, LLC The date of this prospectus is , 2023. Table of Contents specificity of approximately 77%. Additionally, previous attempts to create an MRI-based scorecard for leptomeningeal disease to assess treatment response/disease progression have had varied success. Given the challenges associated with diagnosing LM and the need for biomarker information to guide therapeutic management, the opportunity for advanced technologies to benefit these patients became clear. This is the context under which CNSide has been developed, allowing it to potentially address significant unmet medical needs. We summarize the unmet needs for managing metastatic brain cancer patients as follows: Is there tumor (diagnosis)? Is there target (presence of a biomarker to aid treatment selection)? Is there trend (a response to therapy)? The question Is there tumor? is essential for the diagnostic work-up of these patients. Tumor cells in the blood can be shed from either primary or metastatic tumors. They can be rapidly removed in the capillary beds of the spleen, liver, kidneys, lungs and other organs, so they are rarely found. Conversely, tumor cells in the CSF are the defining feature of leptomeningeal disease. To distinguish tumor cells derived from CSF and from blood we often refer to tumor cells in CSF as CSF tumor cells, rather than CTCs. Regarding the second clinical question, Is there target? our CNSide assay provides a vehicle for several different diagnostic assay profiles which combined with our molecular test menu can identify tumor cell biomarkers that are intended to help physicians make decisions related to the evolution or course of metastatic tumor that may inform treatment decisions. Cancer cells typically acquire genetic alterations which differ from that of normal cells. Metastatic cancers often acquire additional genetic alterations which distinguish them from the primary tumor site. This marked genetic variation between areas of tumor growth is termed genetic heterogeneity, and findings related to this were featured in our San Antonio Breast Cancer Symposium presentation in December 2021 illustrating the value of CNSide in identifying genetic heterogeneity of a targetable biomarker called HER2. Finally, regarding the third clinical question, Is there trend? over the past three years, having tested CNSide in more than one thousand patients, we have gained considerable experience with detecting CSF tumor cells of patients that have been sampled multiple times over the course of their treatment. The association of quantitative CSF tumor cell counts with response to treatment has been noted in both lung and breast cancer, as well as other tumors examined. In August 2021, at the Society for Neuro-Oncology (SNO) Brain Metastases meeting, we presented data obtained from a single institution showing how serial monitoring of CSF tumor cells by CNSide was used to determine the response to treatment in patients with Non-Small Cell Lung Cancer having LM. In addition, in November 2021 at the SNO annual meeting, we presented the early findings of several patients with breast cancer having LM which had been followed with multiple CSF samples drawn at different time points throughout each patient s treatment. The downward progression of tumor cell counts has been noted by several treating physicians to correlate with response to treatment and resolution of symptoms. Serial monitoring of genetic alterations present in CSF tumor cells may create opportunities to change the therapy of certain patients throughout treatment. These observations presented in abstracts and poster presentations in 2021 and 2022 have informed our clinical study strategy which is the basis for our ongoing efforts to further explore these observations in a prospective clinical trial. Recent Developments On May 11, 2023, at a special meeting of stockholders, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of our outstanding common stock, at a ratio ranging from 1-for-15 to 1-for-30, with the final ratio to be determined by our board of directors. On May 16, 2023, we filed a Certificate of Amendment to Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-30 reverse stock split of our outstanding common stock. The reverse stock split became effective at 4:05 p.m. Eastern Time on May 16, 2023. Table of Contents Our common stock began trading on The Nasdaq Capital Market on a split-adjusted basis on Wednesday, May 17, 2023. Corporate Information Our principal executive offices and our laboratory operations are located at 9955 Mesa Rim Road, San Diego, California 92121. Our telephone number is (858) 320-8200 and our website address is www.biocept.com. The information contained in, or that can be accessed through, our website is not incorporated into and is not part of this prospectus. We were incorporated in California on May 12, 1997 and reincorporated as a Delaware corporation on July 30, 2013. Implications of Being a Smaller Reporting Company We are a smaller reporting company, meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during our most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies. Table of Contents The Offering Common stock offered by us 1,457,194 shares (or 1,675,773 shares if the underwriters option to purchase additional shares and accompanying warrants is exercised in full). Pre-Funded Warrants offered by us We are also offering to those purchasers, if any, whose purchase of common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity, in lieu of purchasing common stock, to purchase Pre-Funded Warrants to purchase up to 1,457,194 shares of our common stock. For each Pre-Funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. The purchase price of each Pre-Funded Warrant will equal the price per share at which the shares of common stock and accompanying warrants to purchase common stock are being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share of common stock. Each Pre-Funded Warrant will be exercisable immediately upon issuance and will not expire. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of such Pre-Funded Warrants. See Description of the Securities We are Offering-Pre-Funded Warrants for a discussion on the terms of the Pre-Funded Warrants. Each Pre-Funded Warrant is exercisable for one share of our common stock (subject to adjustment as provided therein) at any time at the option of the holder, provided that the holder will be prohibited from exercising its Pre-Funded Warrant for shares of our common stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common stock then issued and outstanding. However, any holder may increase such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. Warrants offered by us Warrants to purchase up to 2,914,388 shares of our common stock (or 3,351,546 shares if the underwriters option to purchase additional shares and accompanying warrants is exercised in full). Each share of our common stock, or Pre-Funded Warrant in lieu thereof, is being sold together with a warrant to purchase one share of our common stock. Each warrant will have an exercise price of $ per share, will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of such warrants. Option to purchase additional shares and accompanying warrants We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to an additional Table of Contents 218,579 shares of common stock and accompanying warrants to purchase up to 437,158 shares of common stock at the public offering price, less the underwriting discounts and commissions. Common stock outstanding after this offering 2,050,051 shares (assuming no sale of any Pre-Funded Warrants and (or 2,268,630 shares if the underwriters option to purchase additional shares and accompanying warrants is exercised in full) assuming none of the warrants to purchase common stock issued in this offering are exercised). Use of proceeds We currently expect to use the net proceeds from this offering for the advancement of our FORESEE trial for CNSide, working capital and general corporate purposes. For additional information please refer to the section entitled Use of Proceeds of this prospectus.

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+This summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference herein. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the section entitled Risk Factors beginning on page 5 and our consolidated financial statements and the related notes and the other information incorporated by reference into this prospectus before making an investment decision. All references to the terms Nautilus, the Company, we, us or our in this prospectus refer to Nautilus, Inc., a Washington corporation, and its consolidated subsidiaries, unless the context requires otherwise. This prospectus and the information incorporated by reference herein contain references to trademarks, service marks and trade names owned by us or other companies. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus and the information incorporated by reference herein, including logos, artwork, and other visual displays, may appear without the or 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 rights of the applicable licensor to these trademarks, service marks and trade names. We do not intend our use or display of other companies trade names, service marks or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Other trademarks, trade names and service marks appearing in this prospectus and the documents incorporated by reference herein are the property of their respective owners. Overview Founded in 1986, Nautilus, Inc. and subsidiaries (collectively, Nautilus or the Company ) is a global leader in innovative home fitness solutions, headquartered in Vancouver, Washington and incorporated in the State of Washington in January 1993. We became a publicly traded company in May 1999 and are listed on the New York Stock Exchange and traded under ticker symbol: NLS. Our diverse brand portfolio includes Bowflex , Schwinn , JRNY and previously Nautilus , pursuant to which we sell a broad selection of exercise bikes, other cardio equipment, strength training products, and our JRNY digital fitness platform. We empower healthier living through individualized connected fitness experiences. We sell our products through two distinct distribution channels, Direct and Retail, which we consider to be separate business segments. Consistent with our North Star strategy, subsequent to our fiscal year end, we sold the Nautilus brand trademark assets and related licenses, which we view as non-core assets. We also derive a portion of our revenue from the licensing of our brands and intellectual property. Recent Developments Registered Direct Offering and Private Placement On June 15, 2023, we entered into a securities purchase agreement with the selling shareholder for the issuance and sale of 3,525,000 shares of Common Stock and pre-funded warrants to purchase up to an aggregate of 573,362 shares of Common Stock in a registered direct offering (the RD Offering ) and warrants (the Warrants ) to purchase 4,098,362 shares of Common Stock in a concurrent private placement (the Private Placement ). The public offering price was $1.22 for each share of Common Stock and $1.2199 for each Table of Contents pre-funded warrant. The Warrants have an exercise price of $1.35 per share, and are exercisable at any time beginning six months following their original issuance and will expire five and a half years from the original issuance date. The closing of the issuance and sale of these securities was consummated on June 15, 2023. The gross proceeds from the offering, prior to deducting offering expenses and placement agent fees and expenses payable by us, were approximately $5.0 million. On July 28, 2023, 573,362 shares of Common Stock were issued in connection with the exercise of pre-funded warrants that were originally issued in the RD Offering. This prospectus covers the resale or other disposition by the selling shareholder of the shares of Common Stock issuable upon the exercise of the Warrants. Corporate Information We were incorporated in Washington in 1993. Our principal executive offices are located at 17750 S.E. 6th Way, Vancouver, Washington 98683. Our telephone number is (360) 859-2900. Our common stock is traded on the New York Stock Exchange under the trading symbol NLS. Our website address is https://www.nautilusinc.com/. We have included our website address in this prospectus solely as an inactive textual reference. The information contained on the website is not incorporated by reference into this prospectus and should not be considered part of this prospectus. Table of Contents The Offering This prospectus relates to the resale or other disposition from time to time by the selling shareholder identified in this prospectus of up to 4,098,362 shares of Common Stock issuable upon exercise of the Warrants. None of the shares registered hereby are being offered for sale by us. Common Stock offered by the selling shareholder Up to 4,098,362 shares of Common Stock issuable upon exercise of the Warrants. Common Stock outstanding after this offering 40,188,340 shares of Common Stock, assuming the exercise in full of the Warrants. Use of proceeds We will not receive any proceeds from the shares of Common Stock offered by the selling shareholder under this prospectus. However, we will receive the proceeds of any cash exercise of the Warrants. We intend to use the net proceeds from any cash exercise of the Warrants for working capital and general corporate purposes. See Use of Proceeds. Listing Information Our common stock is listed on the New York Stock Exchange under the symbol NLS.

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY
+ 
+This summary highlights material information concerning our business and this offering. This summary does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus and the information incorporated by reference into this prospectus, including the information presented under the section entitled Risk Factors and the financial data and related notes, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in Risk Factors and Cautionary Statement Regarding Forward-Looking Statements. 
+ 
+In this Prospectus, unless the context indicates otherwise, the terms Black Bird Biotech, Company, we, us, our, and ours refer and relate to Black Bird Biotech, Inc., a Nevada corporation, including its wholly-owned subsidiaries: Black Bird Potentials Inc., a Wyoming corporation ( BB Potentials ); Big Sky American Dist., LLC, a Montana limited liability company ( Big Sky American ); and Black Bird American Hemp Manager, LLC, a Montana limited liability company.
+ 
+Overview
+ 
+We were incorporated in the State of Nevada in 2006 under the name Cyprium Resources Inc. , which was changed in August 2009 to Digital Development Partners, Inc. Our corporate name was changed to Black Bird Biotech, Inc., effective June 14, 2021. Through 2014, our company was involved, first, in the mining industry and, then, in the communications industry. From 2015 until the January 2020 acquisition of Black Bird Potentials Inc., a Wyoming corporation (BB Potentials), our company was a shell company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934.
+ 
+We are the exclusive worldwide manufacturer and distributor of MiteXstream, an EPA-registered plant-based biopesticide effective in the eradication of mites and similar pests, including spider mites, a pest that destroys crops, especially cannabis, hops, coffee, and house plants, as well as molds and mildew. We manufacture and sell CBD products, including CBD Oils, gummies and pet treats, and CBD-infused personal care products, under the Grizzly Creek Naturals brand name. Big Sky American currently distributes an array of consumer products, including the Grizzly Creek Naturals products, to retail locations in Western Montana. (See Business ).
+ 
+Risk Factors
+ 
+There are numerous risks and uncertainties associated with an investment in our common stock, including those presented under Risk Factors herein. These risks and uncertainties include, but are not limited to, the following:
+ 
+ 
+ 
+our history of losses;
+ 
+ 
+we operate in industries that are highly competitive;
+ 
+ 
+we have limited experience marketing and selling our MiteXstream biopesticide;
+ 
+ 
+we face the risk of product liability claims;
+ 
+ 
+we are highly dependent upon our current management team;
+ 
+ 
+our MiteXstream biopesticide is subject to government regulation at the federal and state levels, as well as abroad;
+ 
+ 
+we may seek capital that would result in shareholder dilution or that would result in our issuing securities having rights senior to those of our common stock; and
+ 
+ 
+our Common Stock is a penny stock, which may impair trading liquidity.
+ 
+In addition, the report of our independent registered public accounting firm for the years ended December 31, 2022 and 2021, contains a statement with respect to substantial doubt as to our ability to continue as a going concern as a result of our accumulated deficit, net losses, and negative cash flows from operations.
+ 
+ 
+3
+
+Table of Contents
+ 
+Mast Hill Equity Line 
+ 
+On December 13, 2022, we entered into an Equity Purchase Agreement (the Mast Hill Agreement) with Mast Hill Fund, L.P. (Mast Hill, one of the Selling Stockholders), pursuant to which, and upon the terms and subject to the conditions thereof, Mast Hill is committed to purchase, on an unconditional basis, up to 400,000,000 shares of our common stock (the Purchase Shares) over the course of its term. The term of the Mast Hill Agreement will end on the earlier of (a) the date on which Mast Hill has purchased all of the 400,000,000 Shares pursuant to the Mast Hill Agreement, (b) December 13, 2024, (c) written notice of termination by us, (d) the date the Registration Statement is no longer effective, or (e) the date that, pursuant to or within the meaning of any Bankruptcy Law, we commence a voluntary case or any person commences a proceeding against us, a custodian is appointed for us or for all or substantially all of our property or we make a general assignment for the benefit of creditors.
+ 
+From time to time over the term of the Mast Hill Agreement, commencing on the date the Registration Statement registering the Shares becomes effective, we may, in our sole discretion, provide Mast Hill with a purchase notice (each a Purchase Notice ) to purchase a specified number of Purchase Shares (each a Purchase Amount Requested ) subject to the limitations discussed below and contained in the Mast Hill Agreement. Upon delivery of a Purchase Notice, we must deliver the Purchase Amount Requested as Deposit Withdrawal at Custodian (DWAC) shares to Mast Hill within one trading day.
+ 
+The actual amount of proceeds we receive pursuant to each Purchase Notice (each, the Purchase Amount ) is determined by multiplying the Purchase Amount Requested by the applicable purchase price. The Purchase Price for each of the Put Shares equals 90% of the average of the two (2) lowest volume weighted average prices of the common stock for seven trading days (the Valuation Period) following the clearing date associated with the relevant put notice. The minimum amount of each put shall be $20,000 and the maximum shall be the lower of 150% of the average daily trading volume and $500,000.
+ 
+In order to deliver a Purchase Notice, certain conditions set forth in the Mast Hill Agreement must be met. In addition, we are prohibited from delivering a Purchase Notice if the sale of Purchase Shares pursuant to such Purchase Notice would cause us to issue and sell to Mast Hill, or Mast Hill to acquire or purchase, a number of shares of our common stock that would result in Mast Hill beneficially owning more than 4.99% of the issued and outstanding shares of our common stock.
+ 
+By the terms of the Mast Hill Agreement, we agreed to file a registration statement to register the resale of the Purchase Shares. We agreed to (A) file the Registration Statement, (B) use reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended, as promptly as possible after the filing thereof, and (C) use our reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until all of the Shares have been sold thereunder or pursuant to Rule 144.
+ 
+Use of Proceeds
+ 
+We intend to use the proceeds, if any, from the Mast Hill Agreement for marketing and advertising, lab studies/testing, inventory, research and development, regulatory compliance, professional fees, general corporate purposes and working capital requirements. (See Use of Proceeds ).
+ 
+In the future, we intend to raise additional capital through equity and debt financings as needed, though there cannot be any assurance that such funds will be available to us on acceptable terms, on an acceptable schedule, or at all.
+ 
+ 
+4
+
+Table of Contents
+ 
+Corporate Information
+ 
+Our principal executive office is located at 11961 Hilltop Road, Suite 22, Argyle, Texas 76226; our telephone number is 833-223-4204; our corporate website is located at: www.blackbirdbiotech.com. No information found on, or connected to, our company s website is incorporated by reference into, any you must not consider the information to a part of, this Prospectus.
+ 
+The Offering
+ 
+Securities Offered by the Selling Shareholder
+ 
+581,468,572 shares of common stock (the Shares), 400,000,000 of which are issuable pursuant to the Mast Hill Agreement, 170,000,000 of which underlie the Mast Hill EPA Warrants and 11,468,572 of which underlie the Darbie Warrants.
+
+Common Stock Outstanding Before Offering
+ 
+503,824,830 shares of common stock.
+
+Common Stock Outstanding After Offering
+ 
+1,085,293,402 shares of common stock, assuming all 400,000,000 Shares are sold to Mast Hill under the Mast Hill Agreement, all 170,000,000 Shares are issued pursuant to the Mast Hill EPAWarrants and all 11,468,572 Shares are issued pursuant to the Darbie Warrants.
+
+Use of Proceeds
+ 
+We will not receive any of the proceeds from the sale of the Shares registered hereunder. We will, however, receive proceeds from our sales of common stock to Mast Hill under the Mast Hill Agreement. We intend to use such proceeds, if any, for marketing and advertising, lab studies/testing, inventory, research and development, regulatory compliance, professional fees, general corporate purposes and working capital requirements.
+
+Risk Factors
+ 
+An investment in the Shares involves a high degree of risk and could result in a loss of your entire investment. Further, the issuance to, or sale by, Mast Hill of a significant amount of shares being registered in the Registration Statement of which this Prospectus forms a part at any given time could cause the market price of our common stock to decline and to be highly volatile and we do not have the right to control the timing and amount of any sales by Mast Hill of such shares. Prior to making an investment decision, you should carefully consider all of the information in this Prospectus and, in particular, you should evaluate the risk factors set forth under the caption Risk Factors beginning on page 6.
+
+Trading Symbol
+ 
+BBBT

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+PROSPECTUS SUMMARY This summary highlights, and is qualified in its entirety by, the more detailed information included elsewhere in this prospectus or incorporated by reference herein. 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 Risk Factors section of this prospectus, before deciding to invest in our common stock. Unless the context otherwise requires, we use the terms ContraFect, we, our, us and the Company in this prospectus to refer to ContraFect Corporation. and its consolidated subsidiaries, unless otherwise specified. Overview We are a clinical-stage biotechnology company focused on the discovery and development of direct lytic agents, or DLAs, including lysins and amurin peptides, as new medical modalities for the treatment of life-threatening, antibiotic-resistant infections. We believe DLAs are fundamentally different than antibiotics and offer a potential paradigm shift in the treatment of antibiotic-resistant infections. According to one of the most recent and comprehensive reports on the global burden of bacterial antimicrobial resistance, or AMR, there were an estimated 4.95 million deaths associated with bacterial AMR in 2019, including 1.27 million deaths directly attributable to bacterial AMR. The six leading pathogens for deaths associated with resistance (Escherichia coli ( E. coli ), Staphylococcus aureus ( S. aureus ), Klebsiella pneumoniae ( K. pneumoniae ), Streptococcus pneumoniae, Acinetobacter baumannii ( A. baumannii ), and Pseudomonas aeruginosa ( P. aeruginosa )) were responsible for 929,000 deaths. Only one pathogen drug combination, methicillin-resistant S. aureus, or MRSA, caused more than 100,000 deaths in 2019. Lysins are recombinantly-produced enzymes; when applied to bacteria, they cleave a key component of the target bacteria s peptidoglycan cell wall, resulting in rapid bacterial cell death. In addition to the speed of action and potent cidality, we believe lysins are differentiated by their other hallmark features, which include the demonstrated ability to eradicate biofilms and synergistically boost the efficacy of conventional antibiotics in animal models. Amurin peptides are a new class of DLAs, discovered in our laboratories, which disrupt the outer membrane of Gram-negative bacteria, resulting in rapid bacterial cell death, offering a distinct mechanism of action from lysins. Our DLAs have a shown potent, broad spectrum of in vitro activity against a wide range of Gram-negative pathogens, including deadly, drug-resistant P. aeruginosa, K. pneumoniae, E. coli, A. baumannii and Enterobacter cloacae bacteria species as well as difficult to treat pathogens such as Stenotrophomonas, Achromobacter and some Burkholderia species. The highly differentiated properties of DLAs underscore their potential use in addition to antibiotics with the goal of improving clinical outcomes compared to antibiotics alone. The development of DLAs involves a novel clinical and regulatory strategy, using superiority design clinical trials with the goal of delivering significantly improved clinical outcomes for patients with serious and/or antibiotic-resistant bacterial infections, including biofilm-associated infections. We believe this approach affords potential clinical benefits to patients as well as the potential ability to mitigate against further development of antibiotic resistance. Exebacase Our first DLA product candidate, exebacase, is currently being studied in an ongoing Phase 1b/2 study being conducted in France in patients with chronic prosthetic joint infections, or PJIs, of the knee due to S. aureus or coagulase-negative Staphylococci, or CoNS. PJI is a devastating complication following total joint arthroplasty, or TJA, either total knee arthroplasty, or TKA, or total hip arthroplasty, or THA. It is a leading cause of morbidity and revision following TJA and a significant driver of healthcare costs. There are over 100,000 orthopedic prosthesis-related infections annually in the United States, representing approximately 2-3% of joint replacement patients; the prevalence of PJI related to resistant organisms is increasing. More importantly, Staphylococcus is the primary infecting organism and treatment failure is due to the presence of biofilms, or the Table of Contents The information in this preliminary 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 preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 30, 2023. PROSPECTUS CONTRAFECT CORPORATION $15,000,000 Shares of Common Stock Class E Warrants to Purchase up to Shares of Common Stock Up to Shares of Common Stock underlying Class E Warrants Class F Warrants to Purchase up to Shares of Common Stock Up to Shares of Common Stock underlying Class F Warrants ContraFect Corporation is offering $15,000,000 of shares of common stock, Class E warrants to purchase shares of common stock and Class F warrants to purchase shares of common stock. The common stock, Class E warrants and Class F warrants will be sold in combination, with one-half of one Class E warrant to purchase one share of common stock and one Class F warrant to purchase one share of common stock accompanying each share of common stock sold. The combined purchase price for each share of common stock and accompanying warrants is $ . In addition to the foregoing, we are also offering up to shares of our common stock issuable upon exercise of our Class E warrants and up to shares of our common stock issuable upon exercise of our Class F warrants, which in each case represents the full number of shares issuable thereunder. Each Class E warrant will have an exercise price of $ for each whole share, will be exercisable upon the date of the publication by us of a press release containing the results of our Phase 1b/2 clinical trial on the use of intra-articular exebacase for the treatment of chronic Staphylococcal prosthetic joint infections of the knee with respect to the 42-day clinical response to the trial drug for cohort 1 of such trial (referred to herein as the PJI Data Release Date) and will expire on the date that is 60 days after the PJI Data Release Date. Each Class F warrant will have an exercise price of $ for each whole share, will be exercisable upon issuance and will expire five years from the date of issuance. The shares of common stock and the warrants are immediately separable from one another and will be issued separately, but must be purchased together in this offering. No fractional warrants will be issued in this offering. Our common stock is listed on the Nasdaq Capital Market under the symbol CFRX. On October 27, 2023, the last reported sale price of the common stock on the Nasdaq Capital Market was $0.2711 per share. There is no established trading market for the warrants and we do not expect a market to develop. In addition, we do not intend to list the warrants on any securities exchange or automated quotation system. INVESTING IN OUR SECURITIES INVOLVES RISKS. FOR EXAMPLE, WE CURRENTLY DO NOT MEET CERTAIN OF THE NASDAQ CAPITAL MARKET S CONTINUED LISTING REQUIREMENTS AND OTHER NASDAQ RULES, AND IF WE ARE UNABLE TO REGAIN COMPLIANCE, WE ARE LIKELY TO BE DELISTED. SEE THE RISK FACTORS ON PAGE 6 OF THIS PROSPECTUS CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Per Share and Accompanying Warrants Total Offering price $ $ Placement agent fees(1) $ $ Proceeds to us, before expenses $ $ (1) Excludes certain out-of-pocket expenses of the Placement Agent which we have agreed to reimburse. See the section captioned Plan of Distribution in this prospectus supplement for additional information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Delivery of the securities is expected to be made on or about , 2023. Sole Placement Agent Maxim Group LLC The date of this prospectus is , 2023. Table of Contents protective structures that allow bacteria to stick to implanted devices and shield themselves from both the immune system and conventional antibiotics. Once PJI is diagnosed, two-stage exchange arthroplasty remains the gold standard for treating PJI, since there is a high rate of treatment failure with current irrigation and debridement or one-stage exchange arthroplasty procedures. A two-stage exchange involves removal of the infected artificial joint components along with bone and soft tissue, followed by 12-16 weeks of IV and oral antibiotic therapy before a new artificial joint can be implanted. Unfortunately, systemic antibiotics are often unable to eradicate biofilms, resulting in poor outcomes. PJI significantly reduces the long-term quality of life, or QoL, and the high failure rates ultimately result in arthrodesis, amputation, or mortality. In fact, PJI is associated with a five-year mortality rate higher than that of breast cancer, melanoma, Hodgkin s lymphoma, and other common malignancies. In addition to the significant morbidity and mortality associated with PJI, the cost of treating PJI is substantial, with estimated annual hospital costs expected to increase to over $1.1 billion for TKA and to over $750 million for THA by 2030. Mean PJI treatment cost is approximately 3 to 4 times that for primary joint replacement, and when the causative pathogen is a resistant organism, such as MRSA, the mean PJI treatment cost increases nearly 60% compared to PJI caused by more susceptible microorganisms. The Phase 1b/2 study of exebacase is a randomized, double-blind, placebo-controlled two-part clinical study to assess the efficacy and safety of exebacase in patients with chronic PJI of the knee due to S. aureus and/or CoNS. Part 1 will evaluate the safety, pharmacokinetics, early clinical outcomes, and microbiologic response in patients through Day 42. Up to 2 dose levels of intra-articularly administered exebacase in addition to systemic antibiotics will be studied in up to 2 patient cohorts. Part 2 will consist of a long-term follow-up study of safety and efficacy parameters in patients who complete Part 1 of the study. Follow-up assessments will be performed on Days 90, 180, 360 and 720, including health resource utilization and QoL measures. Patients entering the study will be randomized 3:1 to either exebacase or placebo, with all patients receiving study drug in the setting of a debridement, antibiotics and implant retention procedure (referred to as a DAIR Procedure). We expect to report interim clinical data from the first cohort of patients in the first half of 2024. CF-370 Our next product candidate, CF-370, is designed to target a range of gram-negative bacteria, including P. aeruginosa, K. pneumoniae and A. baumannii, and has demonstrated potent in vivo activity against these pathogens, even against multidrug-resistant, or MDR, and extensively drug-resistant, or XDR, strains. Gram-negative pathogens are a major cause of morbidity and mortality in patients with hospital-acquired bacterial pneumonia, or HABP, and ventilator-associated bacterial pneumonia, or VABP. P. aeruginosa in particular remains a major medical challenge for cystic fibrosis patients with chronic lung infections. HABP/VABP are serious, potentially life-threatening infections that require new therapies to meet patient needs, particularly because of increasing antimicrobial resistance. HABP/VABP accounts for over 22% of all U.S. hospital infections and up to 40% of patients who undergo mechanical ventilation for more than 48 hours will develop a VABP. In-hospital mortality remains above 20% when a patient with pneumonia is ventilated. Immunocompromised patients are especially vulnerable to infection and potential loss of life. P. aeruginosa, A. baumannii, K. pneumoniae, E. coli and Enterobacter species are the most commonly implicated Gram-negative pathogens in HABP/VABP infections. Infections caused by MDR and XDR Gram-negatives, particularly MDR P. aeruginosa, and carbapenem-resistant A. baumannii and Enterobacteriaceae, are associated with significant mortality and are becoming increasingly difficult-to-treat. According to data from the United States Centers for Disease Control and Prevention, or CDC, HABP/VABP are currently the most common type of hospital-acquired infections in acute care hospitals and remain a significant issue in patients in the intensive care unit. Table of Contents We have studied CF-370 in multiple animal models with external organizations with both sensitive and resistant strains and using CF-370 in addition to either amikacin, meropenem, or tobramycin, demonstrating the superiority of the combination of CF-370 with SoC antibiotics. We believe the results from these studies provide in vivo proof-of-concept for CF-370 as a potential treatment for pulmonary infections caused by Gram-negative pathogens and for direct lytic agents as a potential new modality to combat the threat of MDR and XDR Gram-negative pathogens. The U.S. Food and Drug Administration (FDA) has completed the safety review of our Investigational New Drug ( IND ) application for CF-370 for the treatment of HABP and VABP and concluded that we may proceed with our Phase 1 clinical study. We expect to initiate the Phase 1 clinical study of CF-370 in healthy volunteers during the fourth quarter of 2023. Our Corporate Information We were incorporated under the laws of the State of Delaware in March 2008. Our principal executive offices are located at 28 Wells Avenue, 3rd Floor, Yonkers, NY 10701, and our telephone number is (914) 207-2300. Our website address is www.contrafect.com. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities. Our common stock is listed on the Nasdaq Capital Market under the symbol CFRX . Table of Contents

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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. In this Prospectus, the terms "BlackStar," "Company," "we," "us," and "our," refer to BlackStar Enterprise Group, Inc. COMPANY OVERVIEW GENERAL BlackStar Enterprise Group, Inc. is incorporated in the State of Delaware with operations located in Boulder, Colorado. We are engaged in Merchant Banking and Finance and intend to expand our services into the blockchain industry. International Hedge Group, Inc. ("IHG"), our parent company, owns 4,792,702 shares of common stock ( 0.61 %) and 1,000,000 of Class A Supermajority Voting Preferred Stock (100%); Class A Preferred has that number of votes equal to that number of common shares which is not less than 60% of the vote required to approve any action and has the right to convert all of the Class A Preferred Convertible Stock (1,000,000 shares) into shares of Common Stock of the Company, on the basis of 100 common shares for each share of Class A Preferred Stock. IHG is our controlling shareholder and is engaged in providing management services to companies, and, on occasion, capital consulting. IHG s strategy in investing in BlackStar Enterprise Group, Inc. is to own a controlling interest in a publicly quoted company which has the mission to engage in funding of start-up and developed business ventures using its stock for private placement or public offerings. IHG and BlackStar are currently managed and controlled by the same individuals, but IHG and BlackStar may each seek its funding from different and as yet, undetermined sources, with funding structures of different natures. Our corporate structure is as follows: INTERNATIONAL HEDGE GROUP, INC. (Parent Company – a Colorado corporation) BLACKSTAR ENTERPRISE GROUP, INC. (a Delaware corporation) Blockchain Equity Management Corp. (a Colorado corporation) Blockchain Equity SRO, Inc. (a Colorado non-profit corporation) PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JUNE 16 , 2023 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 preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. BLACKSTAR ENTERPRISE GROUP, INC. 46,000,000 Shares of Common Stock Underlying Convertible Notes This Prospectus relates to the resale from time to time of an aggregate of up to 46,000,000 shares of common stock par value $0.001 per share, (the "Common Shares") of BlackStar Enterprise Group, Inc., a Delaware corporation, by the Selling Shareholders (each a "Selling Shareholder", and collectively, the "Selling Shareholders"), underlying, and pursuant to the conversion of convertible notes (the "Notes") which were acquired from the Company pursuant to subscription agreements for an aggregate purchase price of $803,275. This amount represents a good faith estimate of the shares of common stock underlying convertible notes issued by the registrant in private placements, with such amount equal to the maximum number of shares issuable upon conversion of such notes, assuming for purposes hereof that (x) such notes are convertible at $0.02 per share, and (y) interest on such note accrues at 10% per annum until the maturity dates of the convertible notes, without taking into account the limitations on the conversion of such notes (as provided for therein). The 46,000,000 shares being registered includes 1,386,459, 9,016,394, and 27,500,000 shares, respectively, that may be issued pursuant to the conversion of the principal amount of the Notes, as well as 110,917, 1,100,000, and 2,750,000 additional shares that may be issued pursuant to the conversion of accrued interest over the term of the Notes, assuming a conversion price of $0.024, $0.0244, and $0.02 per share, respectively, 300,000 shares issued to cure a default, and 3,836,230 additional shares to cover any differences in conversion price. The Selling Shareholders have informed us that they are not "underwriters" within the meaning of the Securities Act. The Securities and Exchange Commission ("SEC") may take the view that, under certain circumstances, any broker-dealers or agents that participate with the Selling Shareholders in the distribution of the Common Shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting commissions under the Securities Act. The Selling Shareholders may sell Common Shares underlying the Notes from time to time in the principal market on which the Registrant s Common Stock is quoted and traded at the prevailing market price or in negotiated transactions. We will not receive any of the proceeds from the sale of those Common Shares being sold by the Selling Shareholders. We did, however, receive net proceeds of approximately $803,275 pursuant to the sale of the Notes to the Selling Shareholders. We will pay the expenses of registering these Common Shares underlying the Notes. Pursuant to registration rights granted to the Selling Shareholders, we are obligated to register the Common Shares underlying the Notes. We will not receive any proceeds from the sale of the Common Shares by the Selling Shareholders. Our selling shareholders plan to sell common shares at market prices for so long as our Company is quoted on OTC Pink and as the market may dictate from time to time. There is a limited market for the common stock, which has been trading on the OTC Pink ("BEGI") at an average of $0.0004 in the past 5 days as of June 14 , 2023. Title Price Per Share Common Stock $0.0004 The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c). The average trading price in the 5 days prior to this amended registration statement on June 14 , 2023 was $0.0004 (less than the original calculation), so no additional fee was required. Table of Contents HISTORY Our Company, BlackStar Enterprise Group, Inc., was originally formed on December 17, 2007 as NPI08, Inc. in the State of Delaware. Our name was changed in 2010 to BlackStar Energy Group, Inc. In August of 2016, our name was changed to BlackStar Enterprise Group, Inc. Our Company was divested from Kingsley Capital, Inc. in a bankruptcy proceeding in 2008, in which Kingsley was the debtor. Our Company attempted to start up in the energy business in 2010 without success, resulting in losses totaling $1,819,530 over a three-year period. Our Company was inactive until 2016 when new management and capital were introduced. DESCRIPTION OF BUSINESS Current Business We are based in Boulder, Colorado and are engaged in Merchant Banking and Finance in the United States. BlackStar s venue is private early-stage companies throughout various industries that, in our judgement, exhibit a potential for sustained growth. We are a publicly traded specialized merchant banking firm, facilitating joint venture capital to early stage revenue companies. We are actively seeking opportunities for discussion with revenue generating enterprises and emerging companies for financing. We have recognized net losses of ($1,225,207) in the year ended December 31, 2022. We have relied solely on sales of our securities, convertible note financing, and private loans to fund our operations. Our principal executive offices are located at 4450 Arapahoe Ave., Suite 100, Boulder, CO 80303 and our office telephone number is (303) 500-3210. We maintain a website at www.blackstarenterprisegroup.com, and such website is not incorporated into or a part of this filing. Proposed New Line of Business Since 2018, we have also been developing a blockchain-based software platform to trade electronic fungible shares of our common stock. Once completed, the platform design might enable us to license the technology as a Platform as a Service ("PaaS") for other publicly traded companies, providing revenue to finance our merchant banking. The completion of our software platform depends on our ability to license it to an existing Alternative Trading System ("ATS") or for us to possibly register as an ATS, which we do not intend to do at this time as we would prefer to license our platform to an existing ATS. The platform is not currently operational or in use by anyone. References throughout this registration statement to "digital shares" and similar terms refers to the typical way securities are held and traded and is the same as DTCC eligible book entry securities. We are not attempting to "tokenize" securities, but intend our concept to use distributed ledger technology to execute and record securities transactions with higher efficiency and lower cost, which is essentially a back-office function. Our software platform is in the final stages of software development and is working to initiate platform operations but will need further funding to fund operations of the merchant bank and to expand its services to licensees. To fund ongoing operations, we may raise funds in the future, which are not yet committed. BlackStar also intends to offer consulting and regulatory compliance services to companies desiring to issue digital shares and blockchain entrepreneurs for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities in involvement in digital share related ventures though our wholly-owned subsidiary, Blockchain Equity Management Corp. ("BEMC") formed in September 2017. BEMC is currently non-operational, inactive and has no business or clients at this time. It is intended to offer advisory services as to how to implement use of a custom platform for the client s equity based off of the BDTP TM. BEMC has not established any anticipated time frames or key milestones for BEMC business. In addition to the services described above, on December 31, 2017, BlackStar formed a subsidiary nonprofit company, Blockchain Equity SRO, Inc., a self-regulatory membership organization for the digital share industry. Further details about the business plan for BEMC, the operating subsidiary of BlackStar, and Blockchain Equity SRO can be found in the "Current Business" section below. The Selling Shareholders are offering the Common Shares underlying the Notes. The Selling Shareholders may sell all or a portion of these Common Shares from time to time in market transactions through any market on which the Common Stock is then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. The Selling Shareholders will receive all proceeds from such sales of the Common Shares. For additional information on the methods of sale, you should refer to the section entitled "Plan of Distribution." In aggregate, the Selling Shareholders may sell up to 46,000,000 Common Shares under this Prospectus, which includes 37,902,853 shares to be issued upon conversion of the principal amount of convertible notes, as well as 3,960,917 additional shares that may be issued based on 10% interest per annum until the maturity date of the convertible notes, assuming a conversion price of $0.02 per share, 300,000 shares issued to cure a default, and 3,836,230 additional shares to cover any differences in conversion price and interest accruals. We are obligated to file a supplemental registration statement or registration statements in order to register all of the Common Shares, in the event that the conversion price is lower than $0.02 per share due to adjustments as is further described in this Registration Statement, resulting in additional shares being issued that have not been registered pursuant to this Registration Statement. We have one class of authorized common stock and the Company has also issued warrants for common stock. Outstanding shares of common stock represent approximately 40% of the voting power of our outstanding capital stock at the time of this registration, and outstanding shares of Class A Super Majority Voting Preferred Stock held by, or subject to voting control by, our parent company, International Hedge Group, Inc., the estate of our former CEO, John Noble Harris, and our interim CEO and CFO, Joseph Kurczodyna, represent approximately 60% of the voting power of our outstanding capital stock at the time of this registration statement. This offering involves a high degree of risk; see "RISK FACTORS" beginning on page 8 to read about factors you should consider before buying shares of the common stock. These securities have not been approved or disapproved by the Securities and Exchange Commission (the "SEC") or any state or provincial securities commission, nor has the SEC or any state or provincial securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. This offering will be on a delayed and continuous basis for sales of selling shareholders shares. The selling shareholders are not paying any of the offering expenses and we will not receive any of the proceeds from the sale of the shares by the selling shareholders. (See "Description of Securities – Shares"). The information in this prospectus is not complete and may be changed. These securities may not be sold until the date that the registration statement relating to these securities, which has been filed with the Securities and Exchange Commission, becomes 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. The date of this Prospectus is June 16 , 2023. Table of Contents As to the BEMC business model, the primary factor for its development is dependent upon whether the BDTP TM achieves regulatory approval by the SEC for the platform and an ATS arrangement has been achieved and approved as necessary by the SEC. Reports to Security Holders We are subject to the reporting requirements of Section 12(g) of the Exchange Act, and as such, we intend to file all required disclosures. You may read and copy any materials we file with the SEC in the SEC s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov. Jumpstart Our Business Startups Act We qualify as an "emerging growth company" as defined in Section 101 of the Jumpstart our Business Startups Act ("JOBS Act") as we did not have more than $1,235,000,000 in annual gross revenue and did not have such amount as of December 31, 2022, our last fiscal year. We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1,235,000,000 or (ii) we issue more than $1,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement. As an emerging growth company, we may take advantage of specified reduced reporting and other burdens that are otherwise applicable to generally reporting companies. These provisions include: - A requirement to have only two years of audited financial statement and only two years of related Management Discussion and Analysis Disclosures: - Reduced disclosure about the emerging growth company s executive compensation arrangements; and - No non-binding advisory votes on executive compensation or golden parachute arrangements. As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934. Such sections are provided below: Section 404(b) of the Sarbanes-Oxley Act of 2002 requires a public company s auditor to attest to, and report on, management s assessment of its internal controls. Sections 14A(a) and (b) of the Securities and Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation. We have already taken advantage of these reduced reporting burdens in our Form 10-K, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934. 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 of 1933, as amended (the "Securities Table of Contents Act") for complying with new or revised accounting standards. We are choosing to irrevocably opt out of the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. Implications of Being an Emerging Growth Company As a company with less than $1,235,000,000 of revenue during our last fiscal year, we qualify as an emerging growth company as defined in the JOBS Act, and we may remain an emerging growth company for up to five years from the date of the first sale in this offering. However, if certain events occur prior to the end of such five-year period, including if we become a large accelerated filer, our annual gross revenue exceeds $1,235,000,000, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not emerging growth companies. In particular, in this prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation related information that would be required if we were not an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold equity interests. However, we have irrevocably elected not to avail ourselves of the extended transition period for complying with new or revised accounting standards, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Summary of Financial Information The following tables set forth, for the periods and as of the dates indicated, our summary financial data. The statements of operations for the years ended December 31, 2022 and 2021, and the balance sheet data as of December 31, 2022 are derived from our audited financial statements included elsewhere in this prospectus. The audited financial statements include, in the opinion of management, all adjustments consisting of only normal recurring adjustments, that management considers necessary for the fair presentation of the financial information set forth in those statements. You should read the following information together with the more detailed information contained in "Selected Financial Data," "Management s Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes included elsewhere in this prospectus. Our historical results are not indicative of the results to be expected in the future and results of interim periods are not necessarily indicative of results for the entire year. You should read the following information together with the more detailed information contained in "Selected Financial Data," "Management s Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes included elsewhere in this prospectus. Our historical results are not indicative of the results to be expected in the future. March 31, December 31, 2023 2022 2021 Total Assets $289,298 $303,770 $683,339 Current Liabilities $1,097,685 $1,033,380 $806,953 Long-term Liabilities $— $— $— Stockholders Equity (Deficit) $(808,387) $(729,610) $(123,614) Three Months Ended March 31, 2023 (Unaudited) December 31, 2022 (Audited) December 31, 2021 (Audited) Revenues $ 0 $ 0 $ 0 Net Loss $ (117,204 ) $ (1,225,207 ) $ (2,183,567 ) Table of Contents At March 31, 2023, the accumulated deficit was $(9,492,171). At December 31, 2022, the accumulated deficit was $(9,374,967). We anticipate that we will operate in a deficit position and continue to sustain net losses for the foreseeable future. PRIVATE PLACEMENT OF CONVERTIBLE NOTES WITH REGISTRATION RIGHTS The following convertible promissory notes and corresponding securities purchase agreements are those that contain registration rights and those which underlying shares are being registered for resale in this registration statement. On November 20, 2020, BlackStar Enterprise Group, Inc. and Quick Capital, LLC. entered into a convertible promissory note totaling $33,275 and a securities purchase agreement. The note bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company s common stock. The conversion price is to be calculated at 60% of the 2 lowest trading prices of the Company s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 12,000,000 shares for conversion. Net proceeds from the loan were $25,000, after legal fees and offering costs of $8,275. Details of the promissory note and securities purchase agreement can be found in the Form 8-K and exhibits filed on November 27, 2020. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. The company filed a Form D with the Securities and Exchange Commission on November 27, 2020. On January 28, 2021 BlackStar Enterprise Group, Inc. and SE Holdings, LLC entered into a convertible promissory note totaling $220,000 and a securities purchase agreement. The note bears interest at 10%, with a default rate of 24%, and is convertible, at any time after the date of issuance. The conversion price is to be calculated at 50% of the average of the three lowest trading price of the Company s common stock for the previous twenty trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 44,000,000 shares for conversion. Net proceeds from the loan were $177,500, after original issue discount of $20,000 and legal fees and offering costs of $22,500. Details of the promissory note and securities purchase agreement can be found in the Form 8-K and exhibits filed on February 4, 2021. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. The company filed a Form D with the Securities and Exchange Commission on February 4, 2021. On April 29, 2021 BlackStar Enterprise Group, Inc. and Adar Alef, LLC entered into a convertible promissory note totaling $550,000 and a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 86,105,000 shares of Common Stock for conversion pursuant to the note. The note bears interest at 10%, with a default rate of 24%, and is convertible at the option of the holder, at any time after the date of issuance. The conversion price is to be calculated at 50% of the average of the three lowest closing bid prices of the Company s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to the note. The Company received the net proceeds from the loan of $462,000, after original issue discount, legal fees and offering costs of $88,000. Copies of the promissory note, securities purchase agreement, and transfer agent letter can be found in the Form 10-Q and exhibits filed on May 17, 2021. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. The company filed a Form D with the Securities and Exchange Commission on June 1, 2021. The Lender or Investor will instruct the Borrower through instruction to the Transfer Agent to either: Table of Contents A.Electronically transmit the Common Stock pursuant to the Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DWAC"). Lender or Investor will supply 1) Name of Prime Broker and 2) Account Number. B.The Lender or Investor hereby request that the Borrower issue a certificate or certificates for the number of shares of Common Stock which numbers are based on the Holders calculation attached hereto in the name(s) specified. The Company has entered into several other convertible note and promissory note financing arrangements over the past several years and all arrangements are discussed further in Item 11 herein. The Offering We are registering 46,000,000 shares of common stock underlying convertible notes for sale on behalf of selling shareholders (the "Resale Shares"). The shares registered herein are common shares and if placed in a Broker Dealer account by the shareholder, they will be DWAC by DTCC (electronic fungible form); otherwise, the shareholder may hold the shares upon conversion in certificated form. Our common stock will be transferable immediately upon the effectiveness of the Registration Statement. (See "Description of Securities") Common shares outstanding before this registration statement1 790 ,292,999 Maximum common shares being offered by our selling shareholders 46,000,000 Maximum common shares outstanding after this offering 836 ,292,999 1)There are additionally warrants outstanding for the purchase of 321,200 shares of common stock, not included in this figure. We will not receive any proceeds from the sale of our securities offered by the selling stockholders under this prospectus. All the shares sold under this prospectus will be sold or otherwise disposed of for the account of the selling stockholders, or their pledgees, assignees or successors-in-interest. See "Use of Proceeds" beginning on page 19 of this prospectus. We are authorized to issue 2,000,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred stock. Our current shareholders, officers and directors collectively own 790 ,292,999 shares of common stock and 1,000,000 shares of preferred stock as of this date, with warrants outstanding for 321,200 shares of common stock. Currently there is a limited public trading market for our stock on OTC Pink under the symbol "BEGI." Forward Looking Statements This prospectus contains various forward-looking statements that are based on our beliefs as well as assumptions made by and information currently available to us. When used in this prospectus, "believe," "expect," "anticipate," "estimate," and similar expressions are intended to identify forward-looking statements. These statements may include statements regarding seeking business opportunities, payment of operating expenses, and the like, and are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from projections or estimates. Factors which could cause actual results to differ materially are discussed at length under the heading "Risk Factors". Should one or more of the enumerated risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Investors should not place undue reliance on forward-looking statements, all of which speak only as of the date made. Table of Contents RISK FACTORS RISK FACTORS RELATED TO OUR BUSINESS OUR SUCCESS WILL DEPEND, TO A LARGE DEGREE, ON THE EXPERTISE AND EXPERIENCE OF THE MEMBERS OF OUR MANAGEMENT TEAM. We will rely exclusively on the skills and expertise of our management team in conducting our business. Our management team has experience in identifying, evaluating and acquiring prospective businesses for which we may ultimately provide loans, but there is no assurance our managements assessments will be successful in placing loans which are repaid with interest. Accordingly, there is only a limited basis upon which to evaluate our prospects for achieving our intended business objectives. We will be wholly dependent for the selection, structuring, closing and monitoring of all of our investments on the diligence and skill of our management team, under the supervision of our Board of Directors. There can be no assurance that we will attain our investment objective. The management team will have primary responsibility for the selection of companies to which we will loan or finance, the terms of such loans and the monitoring of such investments after they are made. However, not all of the management team will devote all of their time to managing us. These factors may affect our returns. We have limited resources and limited operating history. OUR OPERATIONS AS A MERCHANT BANK MAY AFFECT OUR ABILITY TO, AND THE MANNER IN WHICH, WE RAISE ADDITIONAL CAPITAL, WHICH MAY EXPOSE US TO RISKS. Our business will require a substantial amount of capital. We may acquire additional capital from the issuance of senior securities, including borrowings or other indebtedness, or the issuance of additional shares of our common stock. However, we may not be able to raise additional capital in the future on favorable terms or at all. We may issue debt securities, other evidences of indebtedness or preferred stock, and we may borrow money from banks or other financial institutions, which we refer to collectively as "senior securities". If the value of our businesses declines, we may be unable to satisfy loan requirements. If that happens, we may be required to liquidate a portion of our ventures and repay a portion of our indebtedness at a time when such sales may be disadvantageous. As a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss. If we issue preferred stock, the preferred stock would rank "senior" to common stock in our capital structure, preferred stockholders would have separate voting rights and might have rights, preferences, or privileges more favorable than those of our common stockholders. If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our stockholders at that time will decrease. WE MAY ENGAGE IN BUSINESS ACTIVITIES THAT COULD RESULT IN US HOLDING INVESTMENT INTERESTS IN A NUMBER OF ENTITIES WHICH COULD SUBJECT US TO REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940. Although we will be subject to regulation under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, we believe we will not be subject to regulation under the Investment Company Act of 1940 (the "1940 Act") insofar as we will not be engaged in the business of investing or trading in securities within the definitions and parameters which would make us subject to the "1940 Act," or holding unconsolidated minority interests in multiple companies and cash which might fall within the "holding company" definitions. In the event we engage in business activities that result in us holding investment interests in a number of nonconsolidated entities, we might become subject to regulation under the 1940 Act. In such event, we would be required to register as an Investment Company and incur significant registration and compliance costs. Additionally, the 1940 Act requires that a number of structural safeguards, such as an independent board of directors and a separate investment adviser whose contract must be approved by a majority of the company s shareholders, be put in place within such companies. The 1940 Act also imposes significant disclosure and reporting requirements beyond those found in the Securities Act and the Exchange Act of 1934, as amended (the Exchange Act). Likewise, the 1940 Act contains its own anti-fraud provisions and private remedies, and it strictly limits investments made by one investment company in another to prevent pyramiding Table of Contents of investment companies, leading to consolidated investment companies acting in the interest of other investment companies rather than in the interest of securities holders. The labeling of the Company as an investment company could significantly impair our business plan and operations and have a material adverse effect on our financial condition. Compliance with the 1940 Act is prohibitively expensive for small companies, in our estimation, and even if it meant divestiture of assets, we would intend to avoid being classified as an Investment Company. WE ARE DEPENDENT UPON OUR PART-TIME MANAGEMENT FOR OUR SUCCESS WHICH IS A RISK TO OUR INVESTORS. Our lack of full-time management may be an impediment to our business achievement. Without full-time officers, we may not have sufficient devoted time and effort to find successful loan prospects, additional capital, or manage our loan portfolio, which could impair our ability to succeed in our business plan and could cause investment in our Company to lose value. WE HAVE A LIMITED AMOUNT OF FUNDS AVAILABLE FOR INVESTMENT IN VENTURES AND AS A RESULT OUR VENTURES MAY LACK DIVERSIFICATION. Based on the amount of our existing available funds, it is unlikely that we will be able to commit our funds to loans to large number of ventures. We intend to operate as a diversified merchant bank. Prospective investors should understand that our venture investments are not, and in the future may not be, substantially diversified. We may not achieve the same level of diversification as larger entities engaged in similar activities. Therefore, our assets may be subject to greater risk of loss than if they were more widely diversified. The loss of one or more of our limited number of investments could have a material adverse effect on our financial condition. WE HAVE A LACK OF REVENUE HISTORY AND STOCKHOLDERS CANNOT VIEW OUR PAST PERFORMANCE SINCE WE HAVE A LIMITED OPERATING HISTORY. We were incorporated on December 17, 2007 for the purpose of engaging in any lawful business and have adopted a plan as a small and micro-cap market merchant banking company. During the period of inception through March 31, 2023, we have not recognized revenues. We are not profitable. We must be regarded as a new venture with all of the unforeseen costs, expenses, problems, risks and difficulties to which such ventures are subject. WE ARE NOT DIVERSIFIED, AND WE WILL BE DEPENDENT ON ONLY ONE BUSINESS, MERCHANT BANKING. Because of the limited financial resources that we have, it is unlikely that we will be able to diversify our operations. Our probable inability to diversify our activities into more than one area will subject us to economic fluctuations within the merchant banking industry and therefore increase the risks associated with our operations due to lack of diversification. WE CAN GIVE NO ASSURANCE OF SUCCESS OR PROFITABILITY TO OUR STOCKHOLDERS. There is no assurance that we will ever operate profitably. There is no assurance that we will generate revenues or profits, or that the market price of our common stock will be increased thereby. WE MAY HAVE A SHORTAGE OF WORKING CAPITAL IN THE FUTURE WHICH COULD JEOPARDIZE OUR ABILITY TO CARRY OUT OUR BUSINESS PLAN. Our capital needs consist primarily of expenses related to general and administrative, legal and accounting, and software development and could exceed $500,000 in the next twelve months. Such funds are not currently committed, and we have cash of approximately $36,603 as of March 31, 2023. Table of Contents WE WILL NEED ADDITIONAL FINANCING FOR WHICH WE HAVE NO COMMITMENTS, AND THIS MAY JEOPARDIZE EXECUTION OF OUR BUSINESS PLAN. We have limited funds, and such funds may not be adequate to carry out our business plan in the small and micro-cap market merchant banking industry. Our ultimate success depends upon our ability to raise additional capital. We are investigating the availability, sources, and terms that might govern the acquisition of additional capital. We have no commitment at this time for additional capital. If we need additional capital, we have no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to us. If not available, our operations will be limited to those that can be financed with our modest capital. WE MAY IN THE FUTURE ISSUE MORE SHARES WHICH COULD CAUSE A LOSS OF CONTROL BY OUR PRESENT MANAGEMENT AND CURRENT STOCKHOLDERS. We may issue further shares as consideration for the cash or assets or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of the voting power and equity of our Company. The result of such an issuance would be those new stockholders and management would control our Company, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of our Company by our current stockholders, which could present significant risks to stockholders. WE HAVE AUTHORIZED AND DESIGNATED A CLASS A PREFERRED SUPER MAJORITY VOTING CONVERTIBLE STOCK, WHICH HAVE VOTING RIGHTS OF 60% OF OUR COMMON STOCK AT ALL TIMES. Class A Preferred Super Majority Voting Convertible Stock (the "Class A Preferred Stock"), of which 1,000,000 shares of preferred stock have been authorized for the Class A out of 10,000,000 total preferred shares authorized, and which have super majority voting rights (60%) over common stock voting at all times. At this time, all shares of the Class A Preferred Stock have been issued to International Hedge Group, Inc. which is controlled by Mr. Kurczodyna, an officer and director. OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTERESTS AS TO CORPORATE OPPORTUNITIES WHICH WE MAY NOT BE ABLE OR ALLOWED TO PARTICIPATE IN AND MAY RECEIVE COMPENSATION FROM OUR PARENT COMPANY. Presently there is no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring a business opportunity from any affiliate or officer or director. Our current officers and directors also currently serve our parent company, International Hedge Group, Inc., which may have consulting agreements with some of our venture companies and as such is a direct conflict and such officers and directors may be paid by such parent. We intend to diversify and/or expand our Board of Directors in the future. WE HAVE AGREED TO INDEMNIFICATION OF OFFICERS AND DIRECTORS AS IS PROVIDED BY DELAWARE STATUTES. Delaware General Corporation Laws provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup. Table of Contents OUR DIRECTORS LIABILITY TO US AND STOCKHOLDERS IS LIMITED Delaware General Corporation Laws exclude personal liability of our directors and our stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors that otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws. We have no full-time employees which may impede our ability to carry on our business. Our officers are independent consultants who devote up to 40 hours per week to Company business. The lack of full-time employees may very well prevent the Company s operations from being efficient, and may impair the business progress and growth, which is a risk to any investor. RISK FACTORS OF THE COMPANY THERE CAN BE NO CERTAINTY AS TO MARKET ACCEPTANCE OF THE PROPOSED BDTP TM. The Company has no certainty as to whether the market will accept our proposed business concept and use the idea of the BDTP TM, should it become operational, nor is there any certainty as to how the BDTP TM translates to profits for the Company. There is no assurance of market acceptance or profitability of the concept or Company. The BDTP TM is not yet functional and may never be functional. THERE CURRENTLY IS A LIMITED LIQUID TRADING MARKET FOR OUR COMMON STOCK AND WE CANNOT ASSURE INVESTORS THAT A ROBUST TRADING MARKET WILL EVER DEVELOP OR BE SUSTAINED FOR OUR COMMON STOCK. To date, there has been a limited trading market for our common stock on the OTC Pink Market. We cannot predict how liquid the market for our common stock may become. A lack of an active market may impair investor s ability to sell their shares at the time they wish to sell them or at a price they consider reasonable. The lack of an active trading market may impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies by using our common stock as consideration. For companies where securities are traded in the OTC Pink Market, it is generally more difficult to obtain accurate quotations, to obtain coverage for significant news events (because major media channels generally do not publish presses releases about such contingencies) and to obtain needed capital. WE MAY NOT REALIZE RETURNS ON OUR INVESTMENTS IN VENTURES FOR SEVERAL YEARS. THUS, AN INVESTMENT IN SHARES OF OUR COMMON STOCK IS ONLY APPROPRIATE FOR INVESTORS WHO DO NOT NEED SHORT TERM LIQUIDITY IN THEIR MONEY. We intend to make loans as quickly as possible consistent with our business objectives in those investments that meet our criteria. However, it is likely that a significant period of time will be required before we are able to achieve repayment and any additional value from warrants or stock conversions that we hold in an eligible venture company. COMPETITION FOR LOANS AND INVESTMENTS. We expect to encounter competition from other entities having similar business objectives, some of whom may have greater resources than us. Historically, the primary competition for venture capital investments has been from venture capital funds and corporations, venture capital affiliates of large industrial and financial companies, small business investment companies, and wealthy individuals. Additional competition is anticipated from foreign investors and from large industrial and financial companies investing directly rather than through venture capital affiliates. Virtually all of our competitors will have a competitive advantage and are much larger. The need to compete for loans or investment opportunities may make it necessary for us to offer venture companies more attractive transaction terms than otherwise might be the case. We anticipate being a co-investor with other venture capital groups, and these relationships with other groups may expand our access to business opportunities. Table of Contents RISKS OF COMPETITION FOR OUR VENTURE COMPANIES. Most emerging markets are highly competitive. We anticipate that nearly all our venture companies will compete against firms with greater financial resources, more extensive development, manufacturing, marketing, and service capabilities, and a larger number of qualified managerial and technical personnel. ILLIQUID NATURE OF OUR INVESTMENTS. We anticipate that substantially all of our ventures (other than short-term investments) will consist of controlling interests in ventures that at the time of acquisition are unmarketable, illiquid and for which no ready market will exist, if such a market does in fact exist. Our venture investments are intended to be in companies in which we will have controlling interest and will be privately negotiated transactions. There is not anticipated to be any market for the ventures until such until such have developed successful businesses. Because of the illiquid nature of our venture investments, a substantial portion of our assets will be carried on our books adjusted for accrued losses, depreciation and impairment which could in some cases result in a write off. This value will not necessarily reflect the amount which could be realized upon a sale, or payoff in the future. RISKS OF OUR NEED FOR ADDITIONAL CAPITAL TO FUND OUR VENTURE COMPANIES. We expect that most venture companies will require additional financing to satisfy their working capital requirements. The amount of additional financing needed will depend upon the maturity and objectives of the particular opportunity. Each round of venture financing (whether from us or other investors) is typically intended to provide a venture company with enough capital to reach the next major valuation milestone. If the funds provided are not sufficient, a company may have to raise additional capital at a price or at terms unfavorable to the existing investors, including our Company. This additional financing or the availability of any form of equity or debt capital is generally a function of capital market conditions that are beyond our control or any venture company. Our management team may not be able to predict accurately the future capital requirements necessary for success of our Company or venture companies. Additional funds may not be available from any source. OUR VENTURE PORTFOLIO IS AND MAY CONTINUE TO BE CONCENTRATED IN A LIMITED NUMBER OF VENTURE COMPANIES AND INDUSTRIES, WHICH WILL SUBJECT US TO A RISK OF SIGNIFICANT LOSS IF ANY OF THESE COMPANIES FAIL OR BY A DOWNTURN IN THE PARTICULAR INDUSTRY. Our venture is and may continue to be concentrated in a limited number of venture companies and industries. We do not have fixed guidelines for diversification, and since we are targeting some specific industries, our venture investments could continue to be, concentrated in relatively few industries. As a result, the aggregate returns we realize may be significantly adversely affected if our venture investments perform poorly or if we need to write down the value of any one investment. Additionally, a downturn in any particular industry in which we are invested could also significantly impact the aggregate returns we realize. WE INTEND TO CONTROL ALL OF OUR VENTURES. We will control all of our venture companies, and we will maintain financial supervision until divestiture, spin-off or liquidation. WE MAY NOT REALIZE GAINS FROM OUR VENTURES. Our goal is ultimately to dispose of our control interests we receive from our venture companies to attempt to realize gains upon our disposition of such interests by sale, for cash spin-off, or liquidation. However, any interests we hold may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from any venture interests, and any gains that we do realize on the disposition of any venture interests may not be sufficient to offset any other losses we experience. Table of Contents THE INABILITY OF OUR VENTURE COMPANIES TO COMMERCIALIZE THEIR TECHNOLOGIES OR CREATE OR DEVELOP COMMERCIALLY VIABLE PRODUCTS OR BUSINESSES WOULD HAVE A NEGATIVE IMPACT ON OUR INVESTMENT RETURNS. The possibility that our venture companies will not be able to commercialize their technology, products or business concepts presents significant risks to the value of our ventures. Additionally, although some of our venture companies may already have a commercially successful product or product line when we invest, technology related products and services often have a more limited market or life span than have products in other industries. Thus, the ultimate success of these venture companies often depends on their ability to continually innovate in increasingly competitive markets. Their inability to do so could affect our investment return. We cannot assure you that any of our venture companies will successfully acquire or develop any new technologies, or that the intellectual property the companies currently hold will remain viable. Even if our venture companies are able to develop commercially viable products, the market for new products and services is highly competitive and rapidly changing. Neither our venture companies nor we have any control over the pace of technology development. Commercial success is difficult to predict, and the marketing efforts of our venture companies may not be successful. RISK FACTORS RELATING TO OUR BUSINESS WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES. As of March 31, 2023, we had an accumulated deficit of $(9,492,171). Future losses are likely to occur until we are able to receive returns on our loans and investments since we have no other sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended December 31, 2014 through 2022, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern. OUR EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES. We have no sources of income at this time and insufficient assets to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that these events will be successfully completed. UNFAVORABLE CONDITIONS IN OUR INDUSTRY OR THE GLOBAL ECONOMY OR REDUCED ACCESS TO LENDING MARKETS COULD HARM OUR BUSINESS. Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our potential customers. Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, political turmoil, natural catastrophes, warfare, public health issues, such as the recent outbreak of coronavirus (COVID-19), and terrorist attacks on the United States, Europe, the Asia Pacific region, or elsewhere, could cause a decrease in business investments or decrease access to financing which would harm our business. To the extent that our platform is perceived by potential customers as too costly, or difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in general technology spending. Also, we may have competitors, many of whom may be larger and have greater financial resources than we do and may respond to market conditions by attempting to lure away our customers. We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally or within any particular industry. Table of Contents BECAUSE INSIDERS CONTROL OUR ACTIVITIES, THAT MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO THEM AND NOT TO OUTSIDE SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY Our executive officers, directors, and holders of 5% or more of our issued and outstanding common stock, including International Hedge Group, Inc., beneficially own approximately 1.74 % of our issued and outstanding common stock, in addition to the Super Majority Voting Class A Preferred Stock. As a result, they effectively control all matters requiring director and stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably. OUR OFFICERS AND DIRECTORS HAVE THE ABILITY TO EFFECTIVELY CONTROL SUBSTANTIALLY ALL ACTIONS TAKEN BY STOCKHOLDERS. Mr. Kurczodyna, an officer and director of the Company and of our parent, International Hedge Group, Inc. ("IHG"), controls approximately 1. 15 % of our issued and outstanding common stock and 100% of our issued and outstanding preferred shares through IHG plus his own holdings; he has significant influence over all actions taken by our stockholders, including the election of directors, based on the BlackStar Super Majority Voting Class A Preferred Stock held by IHG. On December 18, 2020, the IHG shareholders voted to issue 1,000,000 IHG Class A Preferred shares to Mr. Kurczodyna as compensation for services provided to IHG, giving Mr. Kurczodyna supermajority voting rights over IHG and the ability to convert the IHG Class A Preferred Stock into shares of IHG common stock at the rate of one (1) IHG Class A Preferred for two-hundred ten (210) IHG common shares. This is a significant increase to the control of IHG by Mr. Kurczodyna, which effectively means that Mr. Kurczodyna has control of BlackStar through IHG s ownership of BlackStar Super Majority Voting Class A Preferred Stock. Mr. LaPointe owns 0. 04 % of the issued and outstanding common stock. Such concentration of ownership could also have the effect of delaying, deterring, or preventing a change in control that might otherwise be beneficial to stockholders and may also discourage the market for our stock due to the concentration. WE MAY DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED. To supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Our Board, without any input from stockholders, will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an "as needed" basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services. RISKS RELATING TO OUR VENTURE INVESTMENTS THE INABILITY OF OUR VENTURE COMPANIES TO ADEQUATELY EXECUTE THEIR GROWTH OR EXPANSION STRATEGIES WOULD HAVE A NEGATIVE IMPACT ON OUR LOAN OR INVESTMENT RETURNS. The possibility that our venture companies will not be able to fully carry out or execute on their expansion or growth plans presents significant risk. Our venture investments success in our subsidiary companies will ultimately depend on the success of our ventures. If the intended expansion or growth plan that was one of the main reasons we had originally formed the venture does not come to fruition or is otherwise impeded, the value of the venture may negatively reflect this information, making our investment not profitable or may subject us to a substantial loss. In such case, we may incur an entire loss of our investment. Table of Contents OUR VENTURE COMPANIES WILL LIKELY HAVE SIGNIFICANT COMPETITION FROM MORE ESTABLISHED COMPANIES AS WELL AS INNOVATIVE EARLY-STAGE COMPANIES. Emerging growth companies often face significant competition, both from early-stage companies and from more established companies. Early-stage competitors may have strategic capabilities such as an innovative management team or an ability to react quickly to changing market conditions, while more established companies may possess significantly more experience and greater financial resources than our venture companies. These factors could affect our investment returns. OUR INVESTMENT RETURNS WILL DEPEND ON THE SUCCESS OF OUR VENTURES AND, ULTIMATELY, THE ABILITIES OF THEIR KEY PERSONNEL. Our success will depend upon the success of our ventures. Their success, in turn, will depend in large part upon the abilities of their key personnel. The day-to-day operations of our ventures will remain the responsibility of their key personnel. The loss of one or a few key managers can hinder or delay a company s implementation of its business plan. Our ventures may not be able to attract qualified managers and personnel. Any inability to do so may negatively impact our financial picture. SOME OF OUR VENTURE COMPANIES MAY NEED ADDITIONAL CAPITAL, WHICH MAY NOT BE READILY AVAILABLE. Ventures in which we may make investments will often require substantial additional financing to fully execute their growth strategies. Each round of venture financing is typically intended to provide a company with only enough capital to reach the next stage of development, or in the case of our financings, the turn-around stage or offering stage which might provide us with a liquidity event. We cannot predict the circumstances or market conditions under which our ventures may seek additional capital. It is possible that one or more of our ventures will not be able to raise additional financing or may be able to do so at a price or on terms which are unfavorable to us, either of which could negatively impact our success. A likely economic downturn due to the recent pandemic known as coronavirus (COVID-19) may also cause lasting damage to the markets and potential ventures, from capital access and lack of investment issues to staffing and supply chain issues. RISKS RELATING TO OWNERSHIP OF OUR COMMON STOCK A LIMITED PUBLIC MARKET EXISTS FOR OUR COMMON STOCK AT THIS TIME, AND THERE IS NO ASSURANCE OF A FUTURE MARKET. There is a limited public market for our common stock, and no assurance can be given that a market will continue or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all. If a market should continue, the price may be highly volatile. Factors such as those discussed in the "Risk Factors" section may have a significant impact upon the market price of the shares offered hereby. Due to the low price of our securities, many brokerage firms may not be willing to effect transactions in our securities. Even if a purchaser finds a broker willing to effect a transaction in our shares, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of our shares as collateral for any loans. OUR STOCK WILL, IN ALL LIKELIHOOD, BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES. The shares of our common stock may be thinly traded and even more so as our shares trade on OTC Pink. We are a small company which is relatively unknown to stock analysts, stock brokers, institutional stockholders and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early-stage company such as ours or purchase or recommend the purchase of any of our securities until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any Table of Contents assurance that a broader or more active public trading market for our common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give stockholders no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities. OUR COMMON STOCK MAY BE VOLATILE, WHICH SUBSTANTIALLY INCREASES THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SECURITIES AT OR ABOVE THE PRICE THAT YOU MAY PAY FOR THE SECURITY. Because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. The inability to sell your securities in a rapidly declining market may substantially increase your risk of loss because of such illiquidity and because the price for our securities may suffer greater declines because of our price volatility. The price of our common stock that will prevail in the market after this offering may be higher or lower than the price you may pay. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to the following: Variations in our quarterly operating results; Loss of a key relationship or failure to complete significant transactions; Additions or departures of key personnel; Fluctuations in stock market price and volume; Changes to the Distributed Ledger Technology industry; and Regulatory developments, particularly those affecting digital shares. Additionally, in recent years the stock market in general, has experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance. In the past, class action litigation often has been brought against companies following periods of volatility in the market price of those company s common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on your investment in our stock. THE REGULATION OF PENNY STOCKS BY THE SEC AND FINRA MAY DISCOURAGE THE TRADABILITY OF OUR SECURITIES. We are a "penny stock" company, as our stock price is less than $5.00 per share. If we are able to obtain an exchange listing for our stock, we cannot make an assurance that we will be able to maintain a stock price greater than $5.00 per share and if the share price was to fall to such prices, that we wouldn t be subject to the Penny Stocks rules. None of our securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited stockholders. For purposes of the rule, the phrase "accredited stockholders" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions. In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute "penny stocks" within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our Table of Contents securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions. Stockholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. Inventory in penny stocks have limited remedies in the event of violations of penny stock rules. While the courts are always available to seek remedies for fraud against us, most, if not all, brokerages require their customers to sign mandatory arbitration agreements in conjunctions with opening trading accounts. Such arbitration may be through an independent arbiter. Stockholders may file a complaint with FINRA against the broker allegedly at fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally limit discovery and provide more expedient adjudication, but also provide limited remedies in damages usually only the actual economic loss in the account. Stockholders should understand that if a fraud case is filed an against a company in the courts it may be vigorously defended and may take years and great legal expenses and costs to pursue, which may not be economically feasible for small stockholders. That absent arbitration agreements, specific legal remedies available to stockholders of penny stocks include the following: If a penny stock is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment. If a penny stock is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages. The fact that we are a penny stock company will cause many brokers to refuse to handle transactions in the stocks, and may discourage trading activity and volume, or result in wide disparities between bid and ask prices. These may cause stockholders significant illiquidity of the stock at a price at which they may wish to sell or in the opportunity to complete a sale. Stockholders will have no effective legal remedies for these illiquidity issues. WE WILL PAY NO FORESEEABLE DIVIDENDS IN THE FUTURE. We have not paid dividends on our common stock and do not ever anticipate paying such dividends in the foreseeable future. Stockholders whose investment criteria are dependent on dividends should not invest in our common stock. RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE. All of the outstanding shares of common stock are held by our present officers, directors, and affiliate stockholders as "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of two years. A sale under Rule 144 or under any Table of Contents other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop. OUR STOCKHOLDERS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS IN THE FUTURE. There may be substantial dilution to BlackStar Enterprise Group, Inc. stockholders as a result of future decisions of the Board to issue shares without shareholder approval for cash, services, or acquisitions. WE ARE A REPORTING COMPANY We are subject to the reporting requirements under the Securities and Exchange Act of 1934, Section 13a, due to the effectiveness of our Registration Statement on Form 10 under Section 12(g) which became effective on or about February 27, 2017. As a result, stockholders will have access to the information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. As a result, we will be subject to legal and accounting expenses that private companies are not subject to and this could affect our ability to generate operating income. WE HAVE NOT IDENTIFIED ANY OTHER VENTURES IN WHICH WE MAY INVEST IN A VENTURE. We have only loaned money to one company, Meshworks Media Corporation, (and that loan has been assigned) and it may take time to find other ventures, none of which are identified as of the date of this filing. OUR OTC MARKET STATUS HAS BEEN LOWERED FROM OTCQB TO OTC Pink. Due to the low trading price of the common stock of the Company, we have been demoted from the OTCQB to OTC Pink for not maintaining the $0.01 bid test. The Company has sought financing through convertible promissory notes in order to develop the BDTP TM app; some of the notes have in turn been converted to common stock and then traded on the market in large quantities, lowering the bid prices. The change in status from OTCQB to OTC Pink will make it harder to access investors and financing to continue to fund our operations. Additionally, OTC Markets has removed the "Shell Risk" label on the Company s profile, indicating that they believe we now meet certain criteria. We believe that we are not a shell company based on our history of operations and specific software development, the label has been removed from the BEGI profile on OTC Markets. OTC Markets may choose to downgrade our profile if we do not maintain adequate proof that we are not, in fact, a shell company. BLACKSTAR ELECTRONIC FUNGIBLE SHARES AND DIGITAL SHARES IN GENERAL MAY BE SUBJECT TO UNIQUE RISKS NOT ASSOCIATED WITH PAPER CERTIFICATED SHARES. The digital form of BlackStar common stock (BlackStar Electronic Fungible Shares when traded on BDTP TM) and digital or electronic shares in general may be subject to timing delays, electronic transfer errors, electronic systems outages, and cybersecurity threats. BlackStar Electronic Fungible Shares carry the same risks as electronic fungible shares from DTCC that have been DWAC and placed in Broker Dealers accounts for customers. The intended functionality of the BlackStar Digital Trading Platform TM is to encrypt the buy/sell orders (including all transaction and customer information) placed by broker dealers and customers, in order to provide additional security and ease of access over the existing systems, but not all risks can be mitigated due to unforeseen future threats and/or disruptions, transmission errors, and electronic systems issues. Electronic fungible shares of common stock, including BlackStar Electronic Fungible Shares, are the same class of common stock and hold the same rights as paper certificated shares of common stock; the only difference is the format. Digital shares would be the electronic fungible shares on account. The difference in the two is the mode of sale or transfer; however, the transfer agent maintains records of all shareholder activity, regardless of the form. While electronic fungible shares are now commonplace, there is still risk involved with electronic transmission of information and that transmission may be compromised. The record-keeping requirements of transfer agents, broker dealers, and issuers remain unchanged with electronic fungible shares, however, the risk of error or omission cannot be ruled out. Table of Contents INSURANCE WILL NOT BE OBTAINED FOR OUR ELECTRONIC FUNGIBLE SHARES WHICH POSES RISKS. We do not intend to attempt to obtain any insurance at this time for shares in electronic fungible form, so there will be no insurance for covering liability in the event of losses from the form or mode of transfer of Electronic Fungible Shares. AN ARTICLE PUBLISHED ON APRIL 17, 2023 BY COINTELEGRAPH.COM MAY EXPOSE US TO LIABILITY FOR VIOLATIONS OF SECTION 5 OF THE SECURITY ACT. On April 17, 2023, cointelegraph.com published an article by Ana Paula Pereira making various statements which were erroneous about BlackStar and our platform. When the publication of the article came to the attention of the Company, management felt that it was necessary to issue a press release (see the Current Report on Form 8-K ) correcting the article such that the public and existing security holders received factual information and were not misled by the article. In responding to the article, the Company made statements about this Registration Statement, which was not yet effective, in order to remove any confusion that the article may have caused and to reinforce that it was NOT effective; the Company also clarified that the SEC was not approving the BDTPTM platform and that this Registration Statement is a resale registration for common shares underlying convertible notes for select noteholders. While the Company believes that the article and the Company s response do not constitute offers or sales of securities in the absence of an effective registration statement, the Company cannot eliminate the possibility that it may have liability for a violation of the Securities Act of 1933 (the " 33 Act"). Violations of the registration provisions of Section 5 of the 33 Act give a purchaser of securities a one-year right to rescind the transaction, pursuant to Sections 12(a)(1) and 13 of the Act, as against any "seller" of the securities who has violated Section 5. In the event that there is a finding of a violation of Section 5 of the 33 Act, certain investors may have a right of rescission. Section 5 allows purchasers to sue sellers for offering or selling a non-exempt security without registering it. If the purchaser can prove a direct link between the purchaser and the seller, and the suit is within the statute of limitations, the purchaser may obtain rescission, with interest, or damages if the investor sold his securities for less than he purchased them. In addition to the civil liability from lawsuits brought by investors, the Company and management could face civil or criminal action brought by the federal or state government, depending on the nature of the violation. Criminal liability under Section 5 subjects the defendant to not more than $10,000 in fines and not more than five years imprisonment. Any lawsuits, judgments, penalties, or orders against the Company or its management could have a significant impact on the Company, may prevent or delay it from pursuing the proposed business plan, and would likely have a negative effect on the stock price. RISK FACTORS RELATED TO OUR PLATFORM AND BLOCKCHAIN/DISTRIBUTED LEDGER TECHNOLOGY THE OPERABILITY OF OUR PLATFORM DEPENDS ON OUR ABILITY TO ENTER INTO A LICENSE AGREEMENT WITH A BROKER DEALER OR AN ALTERNATIVE TRADING SYSTEM. Our plan to operate the BlackStar Digital Trading Platform TM relies on our ability to enter into a license agreement with a broker dealer or an alternative trading system ("ATS"). The BDTP TM operates as an encrypted platform for the transmission of customer information, dollar amount, number of shares, and account number to be sent over a secured network to/from the broker dealer and/or customer. Whether we license the platform to a broker dealer or an ATS, we will rely on the licensee to comply with all relevant laws, rules and regulations including, but not limited to, FINRA and/or SEC registration, the Customer Protection Rule (Rule 15c3-3 of the Securities Exchange Act of 1934, as amended), the Exchange Act requirements for books, records and financial reporting, and the Securities Investor Protection Act of 1970 ("SIPA"), as applicable. The duties of settlement, safekeeping, and reporting of customers assets will remain with the traditional custodians – the Broker Dealers retained by customers for their own account. The BDTP TM will provide encrypted transmission of order information, as discussed above. Once established, any disruption in our relationship with a broker dealer or ATS may cause a temporary or permanent service disruption of BDTP TM, unless and until we are able to reestablish a new licensee. If we are unable at any time to establish the necessary relationship, BDTP TM may never become functional. If we are unable to license BDTP TM to an ATS in this way, we may reevaluate whether we may apply for ATS status. Table of Contents If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed. We plan to rely upon trademarks, copyright and trade secret protection (and possibly also patents in the future), as well as non-disclosure agreements and invention assignment agreements with employees, consultants and third parties, to protect all confidential and proprietary information. Significant elements of our intended products and services are based on unpatented trade secrets and know-how that are not publicly disclosed. In addition to contractual measures, we try to protect the confidential nature of our proprietary information using physical and technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access, provide adequate protection for our proprietary information. The security measures may not prevent an employee or consultant from misappropriating our trade secrets and providing them to a competitor, and the recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time consuming, and the outcome is unpredictable. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, our competitive position could be harmed. INTELLECTUAL PROPERTY RIGHTS CLAIMS MAY ADVERSELY AFFECT THE DISTRIBUTE LEDGER TECHNOLOGY. Third parties may assert intellectual property claims relating to their source code, including Distributed Ledger Technology. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in distributed ledger technology s long-term viability may adversely affect an investment in us. Additionally, a meritorious intellectual property claim could prevent us, our ventures, and other end-users from accessing the distributed ledger technology. As a result, an intellectual property claim against us could adversely affect an investment in us. WE MAY DEPEND ON THIRD PARTIES TO PROVIDE EXECUTION OF OUR TRADING PLATFORM, INTERNET, TELECOMMUNICATION AND FIBER OPTIC NETWORK CONNECTIVITY TO OUR DATA CENTER, AND ANY DELAYS OR DISRUPTIONS IN SERVICE COULD ADVERSELY AFFECT AN INVESTMENT IN US. We may rely on third-party service providers. In particular, we will depend on third parties to provide real time quotation and trading execution with our trading platform, Internet, telecommunication, and fiber optic network connectivity to our servers in our data center, and we have no control over the reliability of the services provided by these suppliers. We may in the future experience difficulties due to service failures unrelated to our systems and services. OUR INTERACTIONS WITH A BLOCKCHAIN MAY EXPOSE US TO SDN OR BLOCKED PERSONS OR CAUSE US TO VIOLATE PROVISIONS OF LAW THAT DID NOT CONTEMPLATE DISTRIBUTE LEDGER TECHNOLOGY. If our BDTP TM becomes operational, we may be required to comply with the Office of Financial Assets Control ("OFAC") of the U.S. Department of Treasury s sanction program and not conduct business with persons named on its specially designated nationals ("SDN") list. We anticipate that we will not to our knowledge engage in transactions with persons named on OFAC s SDN list, as the sales of shares occurring with the use of the platform will be required to comply with existing rules and regulations applicable to the information required to transfer securities. Moreover, federal law prohibits any U.S. person from knowingly or unknowingly possessing any visual depiction commonly known as child pornography. Recent media reports have suggested that persons have imbedded such depictions on one or more blockchains. Because our business requires us to download and retain one or more blockchains to effectuate our ongoing business, it is possible that such digital ledgers contain prohibited depictions without our knowledge or consent. To the extent government enforcement authorities literally enforce these and other laws and regulations that are impacted by decentralized distributed ledger technology, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties, all of which could harm our reputation and affect the value of our common stock. Table of Contents THE POSSIBILITY OF TRADING OCCURING ON MULTIPLE EXCHANGES MEANS THAT THERE MAY BE DISCREPANCIES IN TRADING PRICES OF COMMON STOCK. The trading market operating on the BDTP TM, once operational, is distinct and separate from the OTC market on which the common shares currently trade, which could cause discrepancies between the trading prices of common shares between the two venues, whether resulting from different liquidity in the markets or otherwise. If approved for trading, shareholders may take advantage of any discrepancies between the trading prices and trade shares of common stock where it is beneficial to them. THE POSSIBILITY OF REGULATORY DEVELOPMENTS RELATED TO CRYPTO ASSETS AND CRYPTO ASSET MARKETS MAY POSE AN UNINTENDED RISK TO OUR PROPOSED BUSINESS. The Company does not believe that any pending crypto legislation or regulation is likely to affect the business, financial condition, or results of operations at this stage. In the event that our proposed business plans, including BDTP TM, fall into the definitions of any future crypto legislation or regulation, the Company will evaluate the operations to ensure compliance with any new rules or laws. The Company has worked to create the proposed business plan within the confines of the existing rules, regulations, and laws. If, however, abundant operational changes are necessary for compliance, there may be material effects on the business. THE COMPANY MAY FACE REPUTATIONAL HARM, LOSS OF FINANCING, STOCK PRICE VOLATILITY, AND/OR LOW DEMAND FOR SERVICES BY PROXIMITY TO THE CRYPTO ASSET MARKET. The Company does not operate in the crypto asset markets, does not have crypto asset holdings, and is not proposing to participate in the crypto asset industry, including crypto securities, crypto currencies, and tokens. The use of a blockchain in our proposed platform often gets conflated with crypto asset markets due to blockchain s use in those industries as well. Although the Company does not believe that any reputational harm, loss of financing, stock price volatility, risk of legal proceedings, and/or low demand for our services will occur as a result of disruptions to and volatility in the crypto asset markets, the Company could nonetheless potentially be harmed as a result of our proximity to crypto asset markets.

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+PROSPECTUS SUMMARY 1 RISK FACTORS 10 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 36 USE OF PROCEEDS 37 DILUTION 38 DIVIDEND POLICY 40 CAPITALIZATION 41 PRICE RANGE OF OUR ORDINARY SHARES 42 ENFORCEABILITY OF CIVIL LIABILITIES 42 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS44 BUSINESS 65 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 89 PRINCIPAL SHAREHOLDERS 94 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 96 DIRECTOR AND EXECUTIVE COMPENSATION 98 DESCRIPTION OF SHARE CAPITAL 99 SHARES ELIGIBLE FOR FUTURE SALE 107 TAXATION 108 UNDERWRITING 116 EXPERTS AND LEGAL MATTERS 126 WHERE YOU CAN FIND ADDITIONAL INFORMATION 126 EXPENSES OF THIS OFFERING 127 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 i Neither we nor the underwriters have authorized anyone to provide you with information that is different from that contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell ordinary shares and seeking offers to purchase ordinary shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus or any sale of ordinary shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus. Neither we nor any of the underwriters have taken any action to 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. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. Unless the context otherwise requires, references in this prospectus to the terms the Company, Roan, we, us and our refer to Roan Holdings Group Co., Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands, and all references to China or PRC and the Chinese government refer to the People s Republic of China and its government. In this prospectus, all references to Renminbi, or RMB are to the legal currency of China and all references to USD U.S. dollars, dollars, $ or US$ are to the legal currency of the United States. Our functional currency is the U.S. Dollar ( USD ). The functional currency of our PRC operating subsidiaries is Chinese Yuan ( RMB ). For financial reporting purposes, the financial statements of our PRC operating subsidiaries were prepared using RMB and translated into our functional currency, the USD, at the exchange rates quoted by www.oanda.com. Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and owners equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders equity. The unaudited financial statements for the six months ended June 30, 2022 and 2021 and the audited financial statements for the years ended December 31, 2021, 2020 and 2019, included in this prospectus have been prepared in accordance with accounting principles generally accepted in the United States ( U.S. GAAP ). All references to shares in this prospectus refer to the pre-reverse split ordinary shares of Roan Holdings Group Co. Ltd., no par value. ii MARKET, INDUSTRY AND OTHER DATA This prospectus contains estimates, projections and other information concerning our industry, our business, and the markets for our products. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data, and similar sources. In addition, assumptions and estimates of our and our industry s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Risk Factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. See Cautionary Statement Regarding Forward-Looking Statements. iii PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before deciding to invest in our securities, you should read this entire prospectus carefully, including the sections of this prospectus entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus. Overview of the Company We are an offshore holding company incorporated in the British Virgin Islands. As a holding company with no material operations of our own, our operations are conducted in China by our subsidiaries. This is an offering of Ordinary Shares of the offshore holding company incorporated in the British Virgin Islands, instead of shares of our operating companies in China. Therefore, you will not directly hold any equity interests in our operating companies. We do not have a Variable Interest Entities ( VIE ) structure, but rather we use a direct shareholding model where our operating subsidiaries in China are majority- or wholly-owned by us, either directly or indirectly through one or more subsidiaries that are majority- or wholly-owned by us, so restrictive laws in China or disclosure requirements under U.S. securities laws regarding use of a VIE structure already introduced in China or the U.S. or whether possibly so introduced in the future, may not have a significant impact on us. We are subject to certain legal and operational risks associated with our subsidiaries operations in China, which could cause the value of our Ordinary Shares to significantly decline or be worthless and lead to our Ordinary Shares being unable to continue listing on a foreign exchange. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in our subsidiaries operations, significant depreciation of the value of our Ordinary Shares, or a complete hindrance of our ability to offer, or continue to offer, our securities to investors. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in antimonopoly enforcement. As confirmed by our PRC counsel, we are not affected now by the Measures for Cybersecurity Censorship because our customers are located in China mainland and we do not have over one million users personal information. Since these statements and regulatory actions are new, however, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, ability to accept foreign investments, and listing on the Nasdaq Stock Market. PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries ability to increase their registered capital or distribute profits to us, or otherwise expose us or our PRC resident shareholders to liabilities or penalties. Recent joint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering. In May 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act ( HFCAA or the Act ) requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company s auditors for three consecutive years, the issuer s securities are prohibited to trade on a national securities exchange. Our auditor, ZH CPA, LLC, is headquartered in Denver, Colorado and is subject to inspection by the PCAOB on a regular basis and is not subject to the determinations approved by the PCAOB. Cash is transferred among Roan, Adrie Global Holdings Limited (BVI) and its Hong Kong subsidiary, Fortis Health Industrial Group Limited and its PRC subsidiaries, or Lixin Financial Holding Group Limited (Cayman), Lixin Financial Holding (BVI) Limited, Linx Financial Holding Group Limited (HK) and its PRC subsidiaries, in the following manner: (i) We may transfer funds to the PRC subsidiaries, through our Cayman subsidiary, BVI subsidiaries and Hong Kong subsidiaries in the form of additional capital contributions or shareholder loans (ii) dividends or other distributions may be paid by PRC subsidiaries to us through our Cayman subsidiary, BVI subsidiaries and Hong Kong subsidiaries. As a holding company, our ability to pay dividends, if any, to our shareholders will rely on dividends and other distributions on equity paid by our BVI subsidiaries, Hong Kong subsidiaries and PRC subsidiaries. Since 2017, none of our PRC subsidiaries have issued any dividends or distributions to their respective holding companies, including us, or any investors as of the date of this prospectus. In the future, cash proceeds raised from overseas financing activities, including this offering, may be transferred by us through our BVI companies and subsidiaries in Hong Kong to our Chinese subsidiaries via capital contribution or shareholder loans, as the case may be. For more information, please see Risk Factors Risks Related to Doing Business in China Our Chinese subsidiaries ability to pay dividends to us may be restricted due to foreign exchange control and other regulations of China, Risk Factors Risks Related to Doing Business in China Our Chinese subsidiaries ability to pay dividends to us may be restricted due to foreign exchange control and other regulations of China, and Risk Factors Risks Related to Doing Business in China We have not paid dividends on our ordinary shares since 2017 and we do not anticipate paying any further dividends in the foreseeable future. Consequently, any gains from an investment in our ordinary shares will likely depend on whether the price of our ordinary shares increase, which may not occur. 1 At present, there are no substantial obstacles to our cash transferring from overseas to our PRC companies if the registration procedures for return investment are fulfilled. As for dividends to overseas shareholders, if the procedures of tax payment and foreign exchange registration of foreign-invested enterprises are performed normally out, there are no substantial obstacles and risks to the remittance of dividends abroad. Neither the U.S. Securities and Exchange Commission ( SEC ) nor any state securities commission nor any other regulatory body 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. Our Business We are a comprehensive solution provider for industrial operations and capital market services in China and focus our services on the new energy industry, new materials industry, which develops new materials for product manufacturing ( New Materials ), and semiconductor industry. We provide our industrial operations services to industrial parks under development, in some instances partnering with governments. These industrial operations services include initial planning, regulatory approvals and compliance, government relations, and construction management. We also intend to assist our project partners to manage the industrial parks when completed, to set up an industrial chain in the industrial parks, and to build a sustainable industrial ecosystem involving industrial park occupants and their customers and vendors. Our capital market services in the past have involved making loans to micro-, small- and medium-sized enterprises ( MSMEs ) and purchasing loans made by other lenders to MSMEs, providing loan guarantees to our customers, and providing associated assessment services and debt collection services to our customers. Going forward, capital market services are planned to involve attempting to arrange debt and equity financing for companies occupying those industrial parks we provide services to and for the customers and supply chain of such companies. We also engage in providing financial, insurance, and healthcare related solutions to individuals and MSMEs in China. We serve institutional and local government clients across the entire industrial chain and have offices in Hangzhou and Beijing. Our business has experienced substantial changes in recent years. We were originally incorporated under the name DT Asia Investment Limited ( DT Asia ). Following our business combination with Adrie Global Holdings Limited ( Adrie ) (the Business Combination ), we changed our name to China Lending Group and operated as a holding company for a PRC-based group of companies specializing in providing loan facilities to MSMEs and sole proprietors in Xinjiang Uygur Autonomous Regions ( Xinjiang ). Due to the slowdown of the Chinese economy, government regulations and policy changes related to loans to MSMEs, since 2018, we have adjusted our business model and substantially reduced direct loan business starting in 2018 and we did not renew any pre-existing loans in 2019. In September 2020, we disposed of the direct lending business that we had acquired from Adrie. In 2019, we acquired a 65.0177% interest in Lixin Financial Holdings Group Limited ( Lixin ) (the Lixin Acquisition ), which, through its subsidiaries, provides a wide range of financing solutions and related peripheral services, including financial management, assessment and consulting services, debt collection services, and financial guarantee services to individuals and MSMEs in China. Through Lixin, as of June 30, 2022, we have substantial direct loans outstanding to third parties, we have purchased and service additional loans to third parties originally made by other lenders, and we have guaranteed loans of third parties made by other lenders. Since the closing of the Lixin Acquisition (for more detailed information see History and Development of the Company - Corporate History and Structure of our PRC Operation) in December 2019, our customers are MSMEs and individual proprietors located in Zhejiang Province and Guangdong Province. Those customers are involved in commerce and service businesses, including real estate, technology promotion and application services, construction, finance, wholesale and retail industries, among others. In 2021, we successfully expanded our business to provide industrial operation services based on our past experiences, capability, customer resources, market channels, and relationships with institutional organizations and government. We provide services related to the development of industrial parks located in the Yangtze River Delta of China and once such parks are constructed, we plan to provide management services related to them. We plan to organize land reserves for industrial parks, devise solutions for the tenants in industrial parks, work with tenants in the implementation of our strategic production solutions, negotiate with related governments for subsidies and other forms of government assistance, and provide construction and management services to these projects. As of the date of this prospectus, we have not developed any industrial parks. For the six months ended June 30, 2022 and the year ended December 31, 2021, we conducted management and assessment services, made and guaranteed loans to third parties and purchased and serviced outstanding loans made to third parties by other lenders, and provided financial consulting, healthcare, and industrial operation services. As of June 30, 2022, we had a cash balance of $1,035,674 and a positive working capital of $50,361,534. In addition to the cash balance, the working capital was mainly comprised of restricted cash of $26,339,708, accounts receivable of $7,122,604, loan receivable due from third parties of $26,375,018 and other receivables of $745,964. The balances of these assets are expected to be repaid on maturity dates and will also be used for working capital. 2 COVID-19 Impact Our business operations have been affected and may continue to be affected by the ongoing COVID-19 pandemic. After the second quarter of 2020, the COVID-19 outbreak in China was gradually controlled. Our business initially returned to normal operations, although management assessed that our results of operations had been negatively impacted for the year. In 2021, Omicron variants emerged, resulting in continued disruption to our business and the global economy and supply chain. Recently, the Chinese government ordered officials to cut back on mass testing and regional lockdowns. The COVID-19 pandemic had outbreaks in many areas of mainland China. If the current outbreak of COVID-19 is not effectively and timely controlled, or if government responses to current outbreaks or potential outbreaks are severe or long-lasting, it could negatively affect the execution of customer contracts, the collection of customer payments, or disrupt our supply chain, and the continued uncertainties associated with COVID-19 may cause our revenue and cash flows to underperform in the next 12 months. The extent of the future impact of the COVID-19 pandemic on our business and results of operations is still uncertain. The following diagram illustrates our corporate structure, except as otherwise indicated, as of the date of this prospectus, including our principal subsidiaries and other entities: Recent Developments Reverse Split At our annual general meeting of shareholders held on _______________, 2023, our shareholders voted to approve a reverse share split of our ordinary shares within a range of [1:10 to 1:150] (the Reverse Split ), to be effective at the ratio and on a date to be determined by our board of directors (the Board of Directors ). Although our shareholders approved the Reverse Split, all per share amounts and calculations in this prospectus and the accompanying consolidated financial statements do not reflect the effects of the Reverse Split, as the Board of Directors has not determined the ratio or the effective date of the Reverse Split. New Subsidiaries of Roan On June 23, 2022, Zhongtan Future Industrial Operation (Hangzhou) Co., Ltd. ( ) ( Zhongtan Industrial Operation ), our wholly-owned subsidiary, was incorporated under the laws of the PRC. Zhongtan Industrial Operation provides industrial operation services focusing on new energy storage, New Materials, and semiconductor industries. On August 25, 2022, Zhongtan Future Industrial Operation (Jiaxing) Co., Ltd. ( ) ( Zhongtan Industrial Operation (JX) ), our wholly-owned subsidiary, was incorporated under the laws of the PRC. Zhongtan Industrial Operation (JX) provides industrial operation services focusing on new energy storage, New Materials, and semiconductor industries. 3 Joint Venture Investments On December 16, 2021, Hangzhou Zeshi Investment Partnership (Limited Partnership) ( ( ) ( Hangzhou Zeshi ), our wholly-owned subsidiary, subscribed RMB 2 million as registered capital (approximately $0.31 million) in Zhongtan Future New Energy Industry Development (Zhejiang) Co., Ltd. ( Zhongtan Future ), for 2% of its equity. Zhongtan Future will develop new energy storage battery manufacturing headquarters in Jiaxing Economic and Technological Development Zone and an energy storage system equipment manufacturing industry park in Zhejiang Shangyu Cao e River Economic Development Zone. On December 31, 2021, Hangzhou Zeshi entered into an agreement with ZhongTan Future, pursuant to which it will provide supply chain financial, financial leasing, industrial operation, and related services to Zhongtan Future. On April 2, 2022, Hangzhou Zeshi, subscribed RMB 22 million (approximately $3.41 million) as registered capital to Zhongxin Future (Hangzhou) Semiconductor Technology Industry Development Co., Ltd. ( ) ( ZhongXin ), a joint venture, for 22% of the equity in ZhongXin. ZhongXin will develop industrial parks by collaborating with the local governments in multiple areas in the Yangtze River Delta of China for the manufacturing, marketing and distribution of semiconductor products and new ecofriendly and high technology materials. On April 7, 2022, Hangzhou Zeshi entered into an agreement with ZhongXin, pursuant to which it will provide supply chain financial, industrial operation, and related services to ZhongXin. On July 19, 2022, Zhongtan Industrial Operation subscribed RMB 30 million (approximately $4.63 million) as registered capital in Hangzhou Zhongtan New Energy Enterprise Management Partnership (Limited Partnership) Zhongtan New Energy (HZ) for 60% of its equity. On August 30, 2022, Zhongtan New Energy (HZ) increased the registered capital from RMB 50 million to RMB 100 million, and the shares held by Zhongtan Industrial Operation was decreased to 30% accordingly. On August 30, 2022, Zhongtan Industrial Operation subscribed RMB 200 million (approximately $30.87 million) as registered capital in Jiaxing Zhongtan Future Energy Storage Technology Partnership (Limited Partnership) Zhongtan Energy Storage (JX) for 40% of its equity. The registered capital of the joint ventures above have not been paid as of the date of this prospectus. 4 Corporate Background We were established on April 8, 2014 under the laws of the British Virgin Islands ( BVI ) as a shell company with the purpose of acquiring, engaging in share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combinations with one or more businesses or entities. Our principal executive office is located at 147 Ganshui Lane, Yuhuang Shannan Fund Town, Shangcheng District Hangzhou, Zhejiang China and our telephone number is +86-571-8662-1775. Our web address is www.roanholdingsgroup.com. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this prospectus, and the reference to our website in this prospectus is an inactive textual reference only. Any website references (URLs) in this prospectus are inactive textual references only and are not active hyperlinks. The contents of our website are not part of this prospectus, and you should not consider the contents of our website in making an investment decision with respect to our ordinary shares. [___________] is our agent in the United States, and its address is [___________________________]. All per share amounts and calculations in this prospectus and the accompanying financial statements do not reflect the effects of the planned Reverse Split. Our independent registered public accounting firm indicated in its report on our financial statements for the year ended December 31, 2021, as included elsewhere in this prospectus, that management believes that we will continue as a going concern in the following 12 months. Implications of Being a Foreign Private Issuer We currently report and will continue to report under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial statements and other specified information, and current reports on Form 8-K upon the occurrence of specified significant events, although we intend to report our results of operations voluntarily on a quarterly basis. Foreign private issuers are also exempt from certain more stringent executive compensation disclosure rules. We will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor 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 one 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. In this prospectus, we have taken advantage of certain of the reduced reporting requirements as a result of being a foreign private issuer. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold equity securities. 5 Summary

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+PROSPECTUS
+SUMMARY
+
+ 
+
+This
+summary highlights information about our company, this offering and information contained in greater detail in other parts of this prospectus
+or incorporated by reference into this prospectus from our filings with the SEC listed in the section entitled "Information Incorporated
+by Reference." Because it is only a summary, it does not contain all of the information that you should consider before purchasing
+our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information
+appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration statement
+of which this prospectus is a part, and the information incorporated by reference into this prospectus in their entirety, including the
+"Risk Factors" and our financial statements and the related notes incorporated by reference into this prospectus, before
+purchasing our securities in this offering.
+
+ 
+
+Except
+as otherwise indicated herein or as the context otherwise requires, references in this prospectus to "the Company," "we,"
+"us" and "our" refer to Motus GI Holdings, Inc. and our subsidiaries.
+
+ 
+
+Corporate
+Overview 
+
+ 
+
+Motus
+GI Holdings, Inc. ("we," "us," "our" or the "Company"), has developed the Pure-Vu System,
+a medical device that has been cleared by the U.S. Food and Drug Administration (the "FDA") to help facilitate the cleansing
+of a poorly prepared gastrointestinal tract during colonoscopy and to help facilitate upper gastrointestinal ("GI") endoscopy
+procedures. The Pure-Vu System is also CE marked in the European Economic Area (EEA) for use in colonoscopy. The Pure-Vu System integrates
+with standard and slim colonoscopes, as well as gastroscopes, to improve visualization during colonoscopy and upper GI procedures while
+preserving established procedural workflow and techniques. Through irrigation and evacuation of debris, the Pure-Vu System is designed
+to provide better-quality exams. Challenges exist for inpatient colonoscopy and endoscopy, particularly for patients who are elderly,
+with comorbidities, or active bleeds, where the ability to visualize, diagnose and treat is often compromised due to debris, including
+fecal matter, blood, or blood clots. We believe this is especially true in high acuity patients, like GI bleeding where the existence
+of blood and blood clots can impair a physician s view and removing them can be critical in allowing a physician the ability to
+identify and treat the source of bleeding on a timely basis. We believe use of the Pure-Vu System may lead to positive outcomes and lower
+costs for hospitals by safely and quickly improving visualization of the colon and upper GI tract, potentially enabling effective diagnosis
+and treatment without delay. In multiple clinical studies to date, involving the treatment of challenging inpatient and outpatient cases,
+the Pure-Vu System has consistently helped achieve adequate bowel cleanliness rates greater than 95% following a reduced prep regimen.
+We also believe that the technology may be useful in the future as a tool to help reduce user dependency on conventional pre-procedural
+bowel prep regimens. Based on our review and analysis of 2019 market data and 2021 projections for the U.S. and Europe, as obtained from
+iData Research Inc., we believe that during 2022 approximately 1.5 million inpatient colonoscopy procedures were performed in the U.S.
+and approximately 4.8 million worldwide. Upper GI bleeds occurred in the U.S. at a rate of approximately 400,000 cases per year in 2019,
+according to iData Research Inc. The Pure-Vu System has been assigned an ICD-10 code in the US. The system does not currently have unique
+codes with any private or governmental third-party payors in any other country or for any other use; however, we may pursue reimbursement
+activities in the future, particularly in the outpatient colonoscopy market. We received 510(k) clearance in October 2023 from the FDA for the Pure-Vu EVS System for use in the Upper GI
+tract as well as an enhanced version for the colon. We expect to begin market introduction of these products in the coming months. The
+Company does not expect to generate significant revenue from product sales until it further expands its commercialization efforts, which
+is subject to significant uncertainty.
+
+ 
+
+ 3
+
+ 
+
+ 
+
+ 
+
+Recent Developments
+
+ 
+
+2021 Loan Amendment
+
+ 
+
+On July 16, 2021 (the "Effective
+Date"), we entered into a loan facility (the "2021 Loan Agreement") with a private institutional lender (the
+"Lender"). Under the 2021 Loan Agreement, the Lender agreed to provide us with access to term loans in an aggregate
+principal amount of up to $12.0 million (the "Loan") in three tranches as follows: (a) on the Effective Date, a loan in the aggregate principal amount of $4.0 million (the "Convertible Note", or "Tranche A"), (b)
+on the effective date of the Loan, a loan in the aggregate principal amount of $5.0 million ("Tranche B"), and (c)
+available until December 31, 2021, a loan in the aggregate principal amount of $3.0 million ("Tranche C" and, together
+with Tranche B, the "Term Loan"). The 2021 Loan Agreement contains customary representations and warranties,
+indemnification provisions in favor of the Lender, events of default and affirmative and negative covenants, including, among
+others, covenants that limit or restrict our ability to, among other things, incur additional indebtedness, merge or consolidate,
+make acquisitions, pay dividends or other distributions or repurchase equity, make investments, dispose of assets and enter into
+certain transactions with affiliates, in each case subject to certain exceptions. Outstanding borrowings under the Loan are secured
+by a first priority security interest on substantially all of our personal property assets, including our material intellectual
+property and equity interests in its subsidiaries. There are no liquidity or financial covenants.
+
+ 
+
+The Convertible Note and Tranche B were funded
+on the effective date. As of December 31, 2021, we drew down the full $3 million aggregate principal amount of Tranche C.
+
+ 
+
+The Convertible Note requires forty-eight
+monthly interest only payments at 7.75% per annum commencing after the Effective Date and thereafter full payment of the then outstanding
+principal balance of the Convertible Note on July 1, 2025. The Tranche B loan requires interest only monthly payments commencing on the
+Effective Date until September 30, 2022 and, thereafter, thirty-three (33) monthly payments of principal and interest accrued thereon
+until June 1, 2025. The Tranche C loan, to the extent drawn on or prior to December 31, 2021, requires monthly payments of interest only
+commencing on the date drawn until September 30, 2022 and, thereafter, thirty-three (33) monthly payments of principal and interest accrued
+thereon until June 1, 2025. Interest on the Tranche B and Tranche C loans accrues at 9.5% per annum.
+
+ 
+
+The 2021 Loan Agreement contains features
+that would permit the Lender to convert all or any portion of the outstanding principal balance of the Convertible Note at any time,
+pursuant to which the converted part of the Convertible Note will be converted into that number of shares of our common stock to be
+issued to the Lender at a price per share equal to the conversion price, of $420.00 per share. Following the conversion of any
+portion of the outstanding principal balance of the Convertible Note, the principal balance of the Convertible Note remaining
+outstanding shall continue to bear interest at 7.75% per annum.
+
+ 
+
+On November 28, 2023, we and the Lender entered
+into a First Amendment to the 2021 Loan Agreement (the "Amendment"), pursuant to which, among other things, (a)(i) on the
+effective date of the Amendment, we paid to the Lender a sum of $750,000 in cash via wire transfer in immediately available funds (the
+"Amendment Execution Date Payment"), and (ii) upon consummation of a First Amendment Capital Raise (as defined below) and
+immediately following the Convertible Note Securities Exchange (as defined below), we will prepay to the Lender a sum of $1,500,000 in
+cash via wire transfer in immediately available funds (the "Closing Payment"), which sums set forth in (i) and (ii) shall
+be applied towards partial prepayment of the outstanding principal balance of the Term Loan; and (b) subject to the satisfaction (or
+waiver by Lender) of certain Exchange Conditions (as defined in the Amendment), immediately following the consummation of a First Amendment
+Capital Raise, which we assume this offering will be, $4.0 million (the "Conversion Amount") of the outstanding aggregate
+principal balance of the Convertible Note will automatically convert into such number of shares of our common stock (the "Convertible
+Note Securities Exchange") at a price per share equal to the public offering price per share in the First Amendment Capital Raise
+representing the Conversion Amount; provided, that, (A) the Lender shall have executed a customary lock-up agreement for a 90-day period
+following the Convertible Note Securities Exchange, (B) the Lender shall receive the same warrant coverage (the "Conversion Common
+Warrants") per share of common stock, if any, as investors purchasing securities in the First Amendment Capital Raise and (C) the
+Lender shall receive a pre-funded warrant (the "Conversion Pre-Funded Warrant") in lieu of shares of common stock otherwise
+issuable upon the Convertible Note Securities Exchange for such number of shares that would represent more than 4.5% of the pre-exercise
+outstanding shares of common stock, providing that the Lender will not own (x) more than 4.99% of the post-exercise outstanding shares
+of common stock at any time and (y) to the extent required under the rules of The Nasdaq Capital Market, more than 19.99% of the shares
+of common stock outstanding immediately prior to the Convertible Note Securities Exchange (but after the consummation of the First Amendment
+Capital Raise) unless applicable shareholder approval is obtained. "First Amendment Capital Raise" means the Company raising
+additional cash through one equity financing registered under the Securities Act (to be consummated no later than December 29, 2023)
+with gross proceeds of at least $5.0 million. The securities issued to Lender in the Convertible Note Securities Exchange will be issued
+in reliance on the exemption from registration set forth in Section 3(a)(9) of the Securities Act, and this offering does not relate
+to the issuance of such securities. We also agreed to file a resale registration statement to register the securities being issued to
+Lender in the Convertible Note Securities Exchange as promptly as practicable (and in no event later than 91 calendar days after the
+closing of the Convertible Note Securities Exchange). Assuming this offering will satisfy the definition of the First Amendment Capital
+Raise, we will issue to the Lender an aggregate of 1,007,556 shares of our common stock (or Conversion Pre-Funded Warrants in lieu
+thereof) and Conversion Common Warrants to purchase 2,015,112 shares of our common stock at an exercise price equal to the exercise
+price and a term of each of the classes of the Common Warrants sold in this offering, based on the assumed combined public
+offering price of $3.97 per share of common stock and accompanying Common Warrants, which is the last reported sale price
+of our common stock on The Nasdaq Capital Market on December 8, 2023. We do not intend to price this offering for less than $5.0
+million in gross proceeds.
+
+ 
+
+Nasdaq
+Deficiencies and Reverse Stock Split
+
+ 
+
+As
+previously disclosed, we received a letter from the Nasdaq Stock Market, LLC ("Nasdaq") indicating that we are not in compliance
+with the minimum stockholders equity requirement for continued listing on Nasdaq under Rule 5550(b)(1) (the "Equity Rule").
+In addition, as previously disclosed on the Current Report on Form 8-K filed April 5, 2023, we received a letter from Nasdaq indicating
+that the bid price of the Company s common stock had failed to close above the minimum $1 requirement for the past 30 trading days
+in violation of Listing Rule 5550(a)(2) (the "Bid Price Rule"). The Company was provided 180 calendar days, or until September
+27, 2023, to regain compliance with the Bid Price Rule. On September 27, 2023, we received notice that the Nasdaq Hearings Panel (the
+"Hearings Panel") granted us an extension to regain compliance with the Equity Rule and the Bid Price Rule until January
+2, 2024.
+
+ 
+
+At
+our annual meeting of stockholders held on September 21, 2023, our stockholders approved a proposed amendment to our Certificate of Incorporation
+to effect a reverse stock split of our outstanding common stock at a ratio of not less than two-for-one (2:1) and not greater than twenty-for-one
+(20:1), at any time prior to the one year anniversary date of our annual meeting of stockholders, with the exact ratio to be determined
+by our Board of Directors. On November 2, 2023, we effected a reverse stock split of our issued and outstanding common stock at a ratio
+of 1-for-15 (the "2023 Reverse Stock Split"), and on November 21, 2023, we received a letter from Nasdaq confirming that we had regained compliance with the
+Bid Price Rule. All historical information in this prospectus (other than information incorporated by reference herein dated prior to November
+2, 2023) has been retroactively adjusted for the 2023 Reverse Stock Split. We intend to regain compliance with the Equity Rule through the consummation of this offering and the Convertible
+Note Securities Exchange. Even if we regain compliance with the Equity Rule prior to the January 2, 2024 deadline, we expect that we will
+need to raise additional capital to remain in compliance with the Equity Rule for future reporting periods, which capital raises may result
+in additional dilution to investors in our securities. 
+
+ 
+
+ 4
+
+ 
+
+ 
+
+ 
+
+Operations in Israel
+
+ 
+
+We have research and development capabilities
+in electrical and mechanical engineering with laboratories in our facility in Israel for development and prototyping, and electronics
+design and testing. Currently, the workstation and loading fixture component of our Pure-Vu System is manufactured by Sanmina Corporation
+at their facilities in Israel. The disposable portion of the Pure-Vu EVS is manufactured by Sterling Industries in their Michigan, U.S.
+facility. The disposable portion of our Gen 2 Pure-Vu System is manufactured by Polyzen, Inc., at their facilities in North Carolina,
+U.S. Both Sterling Industries and Polyzen use Medacys in Shenzhen, China as key sub-supplier for the injection molded parts in the Pure
+Vu disposables. On October 7, 2023, the "Swords of Iron" war stroke between Israel and the terrorist organizations in the
+Gaza Strip, following a surprise attack on Israel led by certain armed groups in the Gaza Strip. To date, our operations in Israel have
+not been significantly impacted by the ongoing war or the October 7, 2023 terrorist attack.
+
+ 
+
+For additional information, see "Risk
+Factors—Risks Related to Our Operations in Israel."
+
+ 
+
+Implications
+of Being an Emerging Growth Company
+
+ 
+
+We
+are an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business
+Startups Act of 2012 (the "JOBS Act"). As such, we are eligible for and intend to take advantage of certain exemptions from
+various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue
+to be an emerging growth company, including, but not limited to, (i) the exemption from the auditor attestation requirements with respect
+to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, (the "Sarbanes
+Oxley Act"), (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced
+disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
+
+ 
+
+Our
+eligibility to qualify as an emerging growth company will end on December 31, 2023 (which is the last day of the fiscal year following
+the fifth anniversary of the closing of our initial public offering, which occurred during 2018). In addition, the JOBS Act provides
+that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards.
+This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply
+to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will adopt new or revised
+accounting standards on the relevant dates on which adoption of such standards is required for non-public companies instead of the dates
+required for other public companies.
+
+ 
+
+Corporate
+Information
+
+ 
+
+We
+are a Delaware corporation formed in September 2016 under the name Eight-Ten Merger Corp. In November 2016, we changed our name to Motus
+GI Holdings, Inc. We are the parent company of Motus GI Medical Technologies Ltd., an Israeli corporation, and Motus GI, LLC (formerly
+Motus GI, Inc.), a Delaware limited liability company. Motus GI, Inc. was converted from a Corporation into a Limited Liability Company
+effective January 1, 2021.
+
+ 
+
+Our
+principal executive offices are located at 1301 East Broward Boulevard, 3rd Floor, Ft. Lauderdale, FL 33301. Our phone number is (954)
+541-8000 and our web address is www.motusgi.com. Our website and the information contained on, or that can be accessed through, our website
+will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our common stock.
+
+ 
+
+"Motus
+GI," "Pure-Vu," and our other registered or common law trademarks, service marks or trade names appearing herein are
+the property of Motus GI Holdings, Inc. Some trademarks referred to in this report are referred to without the and symbols,
+but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under
+applicable law, their rights thereto. We do not intend the use or display of other companies trademarks and trade names to imply
+a relationship with, or endorsement or sponsorship of us by, any other companies.
+
+ 
+
+ 5

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+PROSPECTUS SUMMARY This summary highlights selected information from this prospectus. It does not contain all of the information that may be important to you. We encourage you to carefully read this entire prospectus and the documents incorporated by reference herein or therein, especially the Risk Factors section on page S-6 and the Risk Factors section in each of our Annual Report on Form 10-K for the year ended December 31, 2021, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, or other documents that are incorporated by reference before making an investment decision. Unless the context otherwise requires, when we refer to HyreCar, we, our, us and the Company in this prospectus supplement, we mean HyreCar, Inc. and its subsidiaries on a consolidated basis. References to you refer to a prospective investor. About HyreCar Inc. Our founders identified the need for a car-sharing platform for individuals who wanted to drive for ride-sharing companies such as Uber Technologies Inc. ( Uber ) and Lyft, Inc. ( Lyft ), but whose automobiles could not meet the standards imposed by the ride-sharing companies. For example, Uber maintains strict guidelines regarding the types of cars a driver can use. Although guidelines relating to cars can differ by state, in general the use of two door coupes, motorcycles and cars that are 12 years or older are excluded. Our founders, before deciding to purchase qualifying sedans that met Uber s strict guidelines, first inquired as to whether there were any rental options available from Uber that would allow them to drive for the ride-sharing platform. To their surprise, there were no rental options available, other than a shadow industry of individuals renting cars to one another. HyreCar is a car-sharing marketplace that allows car owners (collectively, Owners ) to rent their idle cars to ride-sharing service drivers (collectively, Drivers ). By sourcing vehicles from individual Owners, part-time Drivers may more easily enter and exit the market and our business model allows us to satisfy fluctuating transportation demand in cities around the United States by matching Owners and Drivers. Our vehicle supply also includes commercial owners of vehicles including car dealerships and fleet owners to help increase activity levels. Our business is based on a proprietary car-sharing marketplace developed to: (i) onboard Owners and Drivers, (ii) facilitate the matching of Owners and Drivers, and (iii) log rental activity for Owners and Drivers. All transactions related to the rental (including, but not limited to, background checks, rentals, deposits and insurance costs) are run securely through the HyreCar platform. Drivers and Owners access their rental or car dashboards through a unique login. Drivers can initiate, terminate or extend a rental through the platform while Owners can manage their car or fleet of cars through the platform. We believe we have a competitive advantage with our commercial automobile insurance policy that covers both Owners and Drivers. The policy is specifically designed to cover the period of time in which a Driver is operating an Owner s vehicle while not actively operating a vehicle on a ride-sharing platform, such as Uber or Lyft. During the periods when Drivers are actively operating on a ride-sharing platform, the insurance subordinates to the state mandated insurance provided by the third-party ride-sharing business. To our knowledge, we are the only provider of this car-matching service utilizing this unique insurance product. Industry and Market Opportunities Our company was founded to capitalize on a combination of two growth markets: ridesharing (an industry led by Uber and Lyft) and car-sharing (an industry led by companies such as Turo, Inc. and Getaround, Inc.). Our customers are the drivers who use our car-sharing platform to rent a car and then use that car to earn income driving for rideshare companies (or otherwise utilize the vehicle for commercial purposes, such as food delivery). Finding enough cars and drivers to meet demand has historically been a problem for ride-sharing companies. Our target market also includes drivers who provide delivery services with companies like Instacart and Doordash. The transportation industry represents a massive market. In the United States alone, consumer expenditures on transportation were approximately $1.2 trillion and $1.4 trillion in 2020 and 2019, respectively. In 2021, the demand for transportation ($1.9 trillion) accounted for 8.4 percent of GDP, increasing by 9.2 percent from 2020 and marking the highest year-over-year increase since 2002. The large upturn in 2021 was due to an increase in personal consumption expenditures of transportation services. In 2021, transportation was the second largest household expenditure after housing and was more than twice as large as healthcare and three times as large as entertainment. We believe we are still in the relatively early phases of potentially capturing part of the opportunity in the industry. A 2016 survey by BCG found that 57% of U.S. respondents who used sharing services said that well-priced and convenient offerings could cause them to give up ownership altogether. In another study, researchers found that the removal of rideshare options in a city resulted in a 30-percent increase in the probability of switching to personal vehicles and a 23-percent increase in trip-making for an individual who is inconvenienced by such a service suspension, suggesting strong public policy motivations for ongoing support and promotion of transportation networking companies. These market dynamics complement the expected growth in rideshare-based employment, with overall employment of passenger vehicle drivers projected to grow 12 percent from 2021 to 2031, much faster than the 5-percent average for all occupations. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HyreCar Inc. (Exact name of registrant as specified in its charter) Delaware 7514 47-2480487 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 915 Wilshire Blvd, Suite 1950 Los Angeles, California 90017 (888) 688-6769 (Address, including zip code, and telephone number, including area code, of principal executive offices) Eduardo Iniguez Interim Chief Executive Officer and Chief Financial Officer 915 Wilshire Blvd, Suite 1950 Los Angeles, California 90017 (888) 688-6769 (Address, including zip code, and telephone number, including area code, of agent for service) Copy to: Bryan N. Wasser Shashi N. Khiani Polsinelli PC 2049 Century Park East, Suite 2900 Los Angeles, California 90067 Telephone: (310) 556-1801 Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. 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. Table of Contents Recent Developments On January 6, 2023, in connection with that certain purchase agreement, dated January 6, 2023, and subsequently amended on January 12, 2023 (as amended, the Purchase Agreement ), by and among the Company and the selling stockholders, we issued 502 shares of our Series B Preferred Stock (the Registered Securities ) to the selling stockholders pursuant to the Company s registration statement on Form S-3 (File No. 333-257372), including a base prospectus, dated July 8, 2021, and a prospectus supplement, dated January 6, 2023. The net proceeds from the sale of the Registered Securities, after deducting the placement agent s fees and estimated offering expenses, was approximately $398,000. As described in further detail under the section titled Description of Securities, on January 6, 2023, we also filed the Certificate of Designation (as defined below) to create the Series B Preferred Stock On January 6, 2023, in connection with the Purchase Agreement, which was subsequently amended on January 12, 2023, we also issued in a concurrent private placement (the Concurrent Offering ) to the selling stockholders (i) 4,222 shares of Series B Preferred Stock at a per share price of $900.00 convertible into up to 46,973,972 (assuming no anti-dilution adjustments) shares of Common Stock based on the current Conversion Price (as defined under the section titled Description of Securities ) and (ii) Warrants exercisable for up to 6,125,000 shares of Common Stock at a per share exercise price equal to $1.00 (assuming no anti-dilution adjustments or other adjustments as set forth in the Warrants) (the Warrants and the 4,222 shares of Series B Preferred Stock, together, the Issued Unregistered Securities ). The Issued Unregistered Securities were sold for total proceeds to us of approximately $3.8 million. Pursuant to the Purchase Agreement and as described in greater detail under the section titled Description of Securities, we have also agreed to issue $8,888,888 in aggregate principal amount of Debentures convertible into up to 98,897,287 shares of Common Stock (assuming no anti-dilution adjustments) (the Debentures, together with the Issued Unregistered Securities, the Unregistered Securities ) on a date (the Second Closing Date ) within five trading days of the later of (i) the date of the Shareholder Approval and (ii) the effective date of the registration statement of which this prospectus forms a part. The Company has agreed to issue the Debentures for total proceeds of $8,000,000. Also on January 6, 2023, we entered into a registration rights agreement with the selling stockholders, which was subsequently amended on January 12, 2023, (as amended the Registration Rights Agreement ), pursuant to which we are obligated to file with the SEC a registration statement to register for resale under the Securities Act of 1933, as amended (the Securities Act ), up to 158,121,259 aggregate shares of Common Stock underlying the Unregistered Securities. This prospectus forms a part of such registration statement and is intended to satisfy our obligation under such Registration Rights Agreement. We intend to seek stockholder approval to, amongst other things, (i) increase the number of shares of Common Stock we are permitted to issue under our Amended and Restated Charter and (ii) permit the issuance of 20% or more of our outstanding Common Stock as of January 6, 2023, and (iii) to effectuate a reverse stock split on the form and amounts to be determined by the Company. Prior to Stockholder Approval, the selling stockholders may only convert or exercise the Series B Preferred Stock and Warrants, as the case may be, and sell up to 561,427 of the Shares pursuant to this prospectus. On January 6, 2023, certain stockholders (the Voting Stockholders ) entered into a voting agreement to vote in favor of Stockholder Approval to (i) issue the shares of Common Stock underlying the Series B Preferred Stock and the Warrants in the Concurrent Offering, (ii) to increase our authorized capital stock and (iii) to effectuate a reverse stock split in the form and amounts to be determined by us. We entered into an exchange agreement on January 12, 2023, with the Voting Stockholders pursuant to which we agreed to issue in a private placement to accredited investors, pursuant to exemptions from registration in Section 4(a)(2) under the Securities Act and/or the safe harbors under Rule 506 of Regulation D promulgated thereunder, an aggregate of 2,100 shares of the Series B Preferred Stock and warrants (the Exchange Warrants ) exercisable for up to 1,050,000 shares of the Company s Common Stock and in exchange, such Voting Stockholders would surrender 3,480,297 shares of our Common Stock held by such Voting Stockholders (the Exchange ). The Exchange Warrants are substantially similar to the Warrants, with an exercise price of $1.00 per share of Common Stock (assuming no anti-dilution or other adjustments as set forth in the Exchange Warrants) and a five-year term, as well as certain anti-dilution price and share adjustments. The Voting Stockholders further agreed that the shares of Series B Preferred Stock and the warrants held by such Voting Stockholders will not be convertible or exercisable, respectively, until the Series B Preferred Stock issued, and Debentures to be issued, pursuant to the Purchase Agreement to the Purchasers (as defined in the Purchase Agreement) have been converted into shares of our Common Stock. On August 27, 2021, as further described in the Company s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022, a putative securities class action complaint captioned Baron v. Hyrecar Inc. et al., Case No. 21-cv-06918, was filed in the United States District Court for the Central District of California against the Company; its Chief Executive Officer during the time period alleged in the litigation, Joseph Furnari; and its former Chief Financial Officer, Robert Scott Brogi. This action asserts claims and seeks damages for alleged violations of sections 10(b) and 20(a) of securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On October 18, 2022, the Court issued an order that the Court found the Motion to Dismiss appropriate for decision without oral argument, and thereby vacated the hearing and took the Motion to Dismiss under submission. On December 5, 2022, the Court issued an order denying Defendants Motion to Dismiss. Pursuant to the Court s scheduling order, Plaintiff must file its Motion for Class Certification by May 12, 2023, and trial is currently set for September 17, 2024. The Company believes that the claims in this lawsuit are without merit and will continue to vigorously defend against them. The Company s chances of success on the merits are still uncertain and any possible loss or range of loss cannot be reasonably estimated. Table of Contents 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging Growth Company If an emerging growth company, 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 registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant files a further amendment which 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, acting pursuant to said Section 8(a), may determine. Table of Contents Corporate Information We were incorporated in the State of Delaware on November 24, 2014. Our principal executive offices and mailing address are 915 Wilshire Boulevard, Suite 1950, Los Angeles, California 90017. Our main telephone number is (888) 688-6769. Our corporate website address is: www.hyrecar.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement or the accompanying prospectus and should not be relied upon with respect to this offering. Emerging Growth Company We are an emerging growth company, as defined in Section 2(a) of 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. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) ending December 31, 2023, (b) in which we have total annual gross revenue of at least $1.235 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 $1.0 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. Smaller Reporting Company 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 (i) the market value of our Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates exceeds $700 million as of the prior June 30. Table of Contents The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities until the Securities and Exchange Commission declares this registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 12, 2023 PRELIMINARY PROSPECTUS HyreCar Inc. Up to 46,973,972 Shares of Common Stock Issuable Upon Conversion of the Series B Convertible Preferred Stock Up to 12,250,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 98,897,287 Shares of Common Stock Issuable Upon Conversion of the 6% Original Issue Discount Secured Convertible Debentures This prospectus relates to the resale or other disposition from time to time of (i) up to 46,973,972 shares of our common stock, par value $0.00001 ( Common Stock ), which is the maximum amount of Common Stock underlying 4,222 shares of Series B convertible preferred stock, par value $0.00001 (the Series B Preferred Stock ), issued on January 6, 2023, in private placements to the selling shareholders named in this prospectus (together with their permitted transferees, the selling stockholders ), assuming no anti-dilution adjustments, (ii) up to 12,250,000 shares of Common Stock, or 200% of 6,125,000 shares of Common Stock which is the maximum amount of Common Stock underlying four common stock purchase warrants (the Warrants ) issued on January 6, 2023, in private placements to the selling stockholders, assuming no anti-dilution adjustments and (iii) up to 98,897,287 shares of Common Stock, which is the maximum amount of Common Stock underlying the 6% Original Issue Discount Secured Convertible Debentures (the Debentures ) having a principal amount of $8,888,888, which, pursuant to the Purchase Agreement (as defined below), will be issued following the Stockholder Approval (as defined herein) and the effective date of the registration statement of which this prospectus forms a part on the Second Closing Date (as defined herein), assuming no anti-dilution adjustments (the aggregate 158,121,259 shares of Common Stock being registered that underlies the Series B Preferred Stock, Warrants and Debentures, together, the Shares ). We intend to seek stockholder approval to, amongst other things, (i) increase the number of shares of Common Stock we are permitted to issue under our Amended and Restated Certificate of Incorporation (the Amended and Restated Charter ), (ii) permit the issuance of 20% or more of our outstanding Common Stock as of January 6, 2023, and (iii) to effectuate a reverse stock split on the form and amounts to be determined by the Company (the approvals of clauses (i)-(iii), together, the Stockholder Approval ). Prior to Stockholder Approval, the selling stockholders may only convert or exercise the Series B Preferred Stock and Warrants, as the case may be, and sell up to 561,427 of the Shares pursuant to this prospectus. No Debentures will be issued prior to the Stockholder Approval. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of Common Stock by the selling stockholders, except with respect to amounts received by us upon exercise of Warrants to the extent such Warrants are exercised for cash. We may receive up to an aggregate of approximately $6,125,000 from the exercise of all Warrants, assuming the exercise in full of all such Warrants for cash at a price of $1.00 per share of Common Stock, assuming no anti-dilution adjustments or other adjustments as set forth in the Warrants. We will pay all expenses associated with the sale of Common Stock pursuant to this prospectus. The selling stockholders may sell or otherwise dispose of the Common Stock described in this prospectus in a number of different ways and at varying prices. See Plan of Distribution for more information about how the selling stockholders may sell or otherwise dispose of the Common Stock being registered pursuant to this prospectus. Our Common Stock is quoted on the Nasdaq Capital Market under the symbol HYRE . On January 9, 2023, the last reported sale of our Common Stock on the Nasdaq Capital Market was $0.48 per share. Investing in our Common Stock involves a high degree of risk. See Risk Factors beginning on page 6 of this prospectus before making a decision to purchase our 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 , 2023. Table of Contents THE OFFERING Common Stock offered by the selling stockholders Up to an aggregate of 158,121,259 shares of our Common Stock underlying the Unregistered Securities ( Common Stock outstanding before the offering 30,733,402 shares, as of December 29, 2022, which excludes the up to 5,585,252 shares of Common Stock underlying the Registered Securities issued on January 6, 2023, and up to 158,121,259 shares of Common Stock underlying the Unregistered Securities being registered hereunder. Use of proceeds We will receive no proceeds from the sale of the Securities by the selling stockholders in this offering. We may receive up to $6,125,000 in aggregate gross proceeds from the exercise of all Warrants, assuming the exercise in full of all such Warrants for cash at a price of $1.00 per share of Common Stock (assuming no anti-dilution adjustments or other adjustments as set forth in the Warrants). Any proceeds that we receive from the exercise of such Warrants will be used for general corporate purposes, which may include operating expenses, working capital, and for potential strategic acquisitions and relationships. See Use of Proceeds. Nasdaq Capital Market Trading Symbol HYRE

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+TAX CONSEQUENCES The tax consequences of the Exchange Offer are complex and will vary depending on your particular facts and circumstances. The U.S. federal income tax consequences to you of participating in the Exchange Offer are complex and will vary depending on certain facts and circumstances. We intend to treat the exchange of the Shares for the Trust Preferred Securities as a recapitalization pursuant to Section 368(a)(1)(E) of the Code. Assuming the exchange is so treated, you generally will recognize gain for U.S. federal income tax purposes equal to the excess, if any, of the fair market value of the Trust Preferred Securities received in the exchange (including any fractional share) over your tax basis in the Shares. You will not be able to recognize any loss realized in the recapitalization (except with respect to cash received in lieu of a fractional share). Cash received in lieu of a fractional share will generally be treated as received in exchange for the fractional share, and you will generally recognize the gain or loss thereon. Please see Exchange Offer Section 13. Because the U.S. federal income tax consequences of the Exchange Offer are complex, you are urged to consult with your own tax advisor. MARKET AND INDUSTRY DATA In this prospectus, we rely on and refer to information and statistics regarding our industry. Where possible, we obtained this information and these statistics from third party sources, such as independent industry publications, government publications or reports by market research firms, including company research, trade interviews, and public filings with the SEC. Additionally, we have supplemented third party information where necessary with management estimates based on our review of internal surveys, information from our customers and vendors, trade and business organizations and other contacts in markets in which we operate, and our management s knowledge and experience. However, these estimates are subject to change and are uncertain due to limits on the availability and reliability of primary sources of information and the voluntary nature of the data gathering process. As a result, you should be aware that industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. NOTICE TO INVESTORS We have no contract, arrangement or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the Exchange Offer. No dealer, salesman or other person has been authorized to give any information or to make any representations with respect to the matters described in the Exchange Offer, other than those contained in, or incorporated by reference into, the Exchange Offer. If given or made, such information or representations may not be relied upon as having been authorized by us. In making an investment decision, holders must rely on their own examination of us and the terms of the Exchange Offer, including the merits and risks involved. The information contained in the Exchange Offer is correct in all material respects as of the date hereof. Neither the delivery of this prospectus with respect to the Trust Preferred Securities nor the consummation of the Exchange Offer will create the implication that the information contained herein is correct at any time after the date hereof however, if a material change occurs in the information contained in this prospectus, we will disseminate promptly disclosure of the change to you. Our business, financial condition, results of operations and prospects may change after that date. No representation is made to any holder regarding the legality of an investment in the Trust Preferred Securities under any applicable legal investment or similar laws or regulations. The contents of this prospectus are not to be construed as legal, financial or tax advice. Holders should consult their own attorneys, financial advisors or tax advisors as to legal, financial or tax advice with respect to the Exchange Offer. Questions regarding the Exchange Offer, requests for assistance in tendering your shares of Common Stock or requests for additional copies of this prospectus or the Letter of Transmittal should be directed to the Company s Information Agent, D.F. King Co., Inc., toll-Free (800) 848-340. Holders of shares of Common Stock may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the Exchange Offer. PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before deciding to invest in our securities, you should read this entire prospectus carefully, including the section of this prospectus entitled Risk Factors. Air T, Inc. and Air T Funding Overview Air T, Inc. (the Company, Air T, we or us or our ) is a holding company with a portfolio of operating businesses and financial assets. Our goal is to prudently and strategically diversify Air T s earnings power and compound the growth in its free cash flow per share over time. We currently operate in four industry segments Overnight air cargo, which operates in the air express delivery services industry Ground equipment sales, which manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers Commercial jet engines and parts, which manages and leases aviation assets supplies surplus and aftermarket commercial jet engine components provides commercial aircraft disassembly part-out services commercial aircraft parts sales procurement services and overhaul and repair services to airlines and Corporate and other, which acts as the capital allocator and resource for other consolidated businesses. Further, Corporate and other is also comprised of insignificant businesses that do not pertain to other reportable segments. Each business segment has separate management teams and infrastructures that offer different products and services. The following table provides segment operating income for each of the last two fiscal years. (Dollars in thousands) Fiscal Year Ended March 31, 2023 2022 Overnight Air Cargo $90,543 $74,409 Ground Equipment Sales 48,485 42,239 Commercial Jet Engines and Parts 101,737 57,689 Corporate and other 6,558 2,740 $247,323 $177,077 Air T Funding Air T Funding (the Trust ) is a statutory business trust formed under Delaware law pursuant to (i) the Trust Agreement and (ii) the filing of a certificate of trust with the Delaware Secretary of State on September 28, 2018. Air T Funding s business and affairs are conducted by the Property Trustee, Delaware Trustee and two individual Administrative Trustees who are officers of the Company. Air T Funding exists for the exclusive purposes of (i) issuing and selling the Trust Preferred Securities, (ii) using the proceeds from the sale of the Trust Preferred Securities to acquire the Junior Subordinated Debentures issued by the Company, and (iii) engaging in only those other activities necessary, advisable or incidental thereto (such as registering the transfer of the Trust Preferred Securities). Accordingly, the Junior Subordinated Debentures are the sole assets of Air T Funding, and payments by the Company under the Junior Subordinated Debentures and the Expense Agreement are the sole revenues of Air T Funding. All of the Common Securities of the Trust are owned by the Company. The Common Securities rank pari passu, and payments will be made thereon pro rata, with the Trust Preferred Securities, except that upon the occurrence and during the continuance of an event of default under the Trust Agreement, as amended resulting from an event of default under the Indenture, the rights of the Company as holder of the common securities to payment in respect of distributions and payments upon liquidation, redemption or otherwise will be subordinated to the rights of the holders of the Trust Preferred Securities. See Description of Trust Preferred Securities, Junior Subordinated Debentures and Guarantee -- Subordination of Common Securities of Air T Funding Held by the Company. Air T Funding has a term of 30 years, but may terminate earlier as provided in the Trust Agreement, as amended. The Trust Agreement was most recently amended on March 3, 2021 and on January 28, 2022 and currently allows the issuance of up to $100,000,000 of Trust Preferred Securities. As of the date of this prospectus, there are $31,002,125 in Trust Preferred Securities outstanding. Additional Information Air T, Inc. was incorporated under the laws of the State of Delaware in 1980. The principal place of business of Air T and of Air T Funding is 11020 David Taylor Drive, Suite 305, Charlotte NC, 28262. We maintain an internet website at http www.airt.net and our SEC filings may be accessed through links on our website. The information on our website is available for information purposes only and is not incorporated by reference into, and does not constitute a part of, this prospectus. Exchange Offer We are making the Exchange Offer because the Company believes it is in the best interest of the Company to repurchase shares of its common stock and that at this time the Exchange Offer described in this Exchange Offer is a prudent and effective way to do so and to provide value and offer our stockholders the opportunity to exchange their Shares for a security that is traded on a national securities exchange that currently pays an 8.0% annual distribution. We believe an Exchange Offer at the exchange ratio offered will provide value to our stockholders. Conversely, the Exchange Offer also affords stockholders the option not to participate and, thereby, to increase their relative percentage interest in the Company and its future results. In addition, our Board believes the Exchange Offer provides stockholders with an opportunity to exchange their shares for securities that currently pays a distribution that is traded on a national securities exchange, without potential disruption to the share price and the usual transaction costs inherent in open market purchases and sales. The Board may consider undertaking additional offer(s) based upon a variety of factors, including the performance of the market price of the Shares. See Exchange Offer - Section 2. Current holders of Shares will be able to tender their Shares and receive 1.40 Trust Preferred Securities for each Share validly tendered in Exchange Offer. You should read the discussions under the headings Purpose of the Exchange Offer Certain Effects of the Exchange Offer and Procedures for Tendering Shares included in the Exchange Offer, respectively, for more information about the Exchange Offer. Exchange Offer Until the Expiration Date, holders can tender Shares in exchange for 1.40 Trust Preferred Securities for each Share validly tendered. A holder may tender as few or as many Shares as the holder elects. Shares may only be exchanged for whole Trust Preferred Securities. In lieu of issuing fractional Trust Preferred Securities, any holder of Shares who would otherwise have been entitled to receive fractional Trust Preferred Securities will, after aggregating all such fractional Trust Preferred Securities of such holder, be paid cash (without interest) in an amount equal to such fractional part of a Trust Preferred Securities Share multiplied by the last sale price of the Trust Preferred Securities on The NASDAQ Global Market on the last trading day prior to the Expiration Date. Expiration Date The Exchange Offer will expire on the Expiration Date, which is at 5 00 p.m., eastern time, on _______ ___, 2023 unless extended by us at our sole discretion. Procedure for Participating in the Exchange Offer In all cases, the issuance of Trust Preferred Securities pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of the Shares, the Letter of Transmittal (or a facsimile thereof) properly completed and duly executed and any required signature guarantees and other documents required by the Letter of Transmittal. In lieu of physically completing and signing the Letter of Transmittal and delivering it to the Exchange Agent, DTC participants may electronically transmit their acceptance of the Exchange Offer through DTC s automated tender offer program, for which the transaction will be eligible. By signing or agreeing to be bound by the Letter of Transmittal and other required documents, you will represent to us that, among other things any Trust Preferred Securities that you receive will be acquired in the ordinary course of your business you have no arrangement or understanding with any person to participate in the distribution of the Trust Preferred Securities you are not our affiliate, as defined in Rule 405 under the Securities Act if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the Trust Preferred Securities and if you are a broker-dealer, that you will receive Trust Preferred Securities for your own account in exchange for Shares that were acquired as a result of market-making activities or other trading activities and that you will deliver a prospectus in connection with any resale of such Trust Preferred Securities. Procedures for Tendering Units Through a Custodian If you are a beneficial owner of Shares, but the holder of such Shares is a custodial entity such as a bank, broker, dealer, trust company or other nominee, and you seek to tender your Shares pursuant to the Exchange Offer, you must provide appropriate instructions to such holder of the Shares in order to participate through DTC s automated tender offer program with respect to such Shares. Withdrawal of Participation in the Exchange Your right to tender any Shares pursuant to the Exchange Offer will expire at the Expiration Date. Return of Shares If we do not accept any Shares tendered in the Exchange Offer for any reason described in the terms and conditions of the Exchange Offer or if any Shares tendered are withdrawn pursuant to the terms of the Exchange Offer, we will return such Shares without expense to the exercising holder. Conditions to the Exchange Offer The Exchange Offer is subject to certain customary conditions, which we may amend or waive. We have the right, in our sole discretion, to terminate or withdraw the Exchange Offer if any of the conditions described in this prospectus are not satisfied or waived. See Exchange Offer Section 7. Exchange Agent Information Agent D.F. King Co., Inc. is serving as the Exchange Agent and Information Agent in connection with the Exchange Offer. Questions or requests for assistance, or for additional copies of the Exchange Offer documents, Letter of Transmittal or other materials should be directed to D.F. King Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005. Depositary Equiniti Trust Company, LLC is serving as the Depositary in connection with the Exchange Offer. Deliveries should be addressed to Equiniti Trust Company, LLC c o Reorganization Department, 6201 15th Avenue, Brooklyn, NY 11219. United States Federal Income Tax Considerations We recommend that you consult with your own tax advisor with regard to the possibility of any federal, state, local or other tax consequences of the Exchange Offer. See Exchange Offer Section 13 for a discussion of the material U.S. Federal Income Tax Consequences of participating in the Exchange Offer. Registration The Trust Preferred Securities issued at the closing will be registered pursuant to this registration statement. Risk Factors See Risk Factors and other information included in this prospectus for a discussion of factors you should consider carefully before investing pursuant to the terms of this prospectus. Trust Preferred Securities Issued in the Exchange In exchange for Shares tendered pursuant to the terms of the Exchange Offer, the Air T Funding will issue Trust Preferred Securities in book-entry form. The material provisions of the Trust Preferred Securities are set forth herein but are only a summary and are qualified in their entirety by the provisions of the Trust Agreement, as amended and the other governing documents of the Trust, which have been filed as exhibits to this registration statement, of which this prospectus forms a part. Copies of these documents are also available to security holders of the Company and prospective investors upon request. Issuer Air T Funding, a Delaware statutory trust. Securities offered Up to 193,200 shares of the Air T Funding s Alpha Income Trust Preferred Securities (also referred to as the 8.0% Cumulative Securities), par value $25.00 per share (the Trust Preferred Securities ). Risk factors See Risk Factors and other information included in this prospectus for a discussion of factors you should consider carefully before investing pursuant to the terms of this prospectus. The Trust Preferred Securities will be registered pursuant to this registration statement at the time the Trust Preferred Securities are issued. The Trust Preferred Securities will be listed on The NASDAQ Global Market under the symbol AIRTP. Who is offering to purchase my shares We, Air T, Inc. are offering to exchange your shares of Air T, Inc. common stock, par value $0.25 per share (the Shares ) for shares of Air T Funding s Alpha Income Trust Preferred Securities (also referred to as the 8.0% Cumulative Securities) par value $25.00 per share (the Trust Preferred Securities ). Air T Funding is a wholly-owned subsidiary of Air T. See Exchange Offer - Section 1. What will be the Exchange Ratio for the shares We are offering to exchange up to 138,000 Shares, upon the terms and subject to the conditions of the Exchange Offer, at an exchange ratio of one Share for 1.40 Trust Preferred Securities, less any applicable withholding taxes and without interest. A minimum of at least 25,000 Shares must be tendered in the Exchange Offer. A maximum of 193,200 Trust Preferred Securities may be issued in the Exchange Offer. What will be the form of exchange If your Shares are exchanged in the Exchange Offer, you will receive that 1.40 Trust Preferred Securities for each Share validly tendered pursuant to the Exchange Offer plus cash for any fractional Trust Preferred Securities, less any applicable withholding taxes and without interest. The applicable number of Trust Preferred Securities will be issued promptly after the expiration of the Exchange Offer period. See Exchange Offer - Section 5. How many Shares will the Company acquire in the Exchange Offer We will acquire up to 138,000 Shares, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn pursuant to the Exchange Offer. Assuming that the conditions to the Exchange Offer are satisfied or waived and the Exchange Offer is fully subscribed, we would acquire 138,000 Shares, representing approximately 4.9% of our outstanding Shares as of the date of this Exchange Offer and Air T Funding would issue 193,200 Trust Preferred Securities. The Exchange Offer is conditioned on a minimum number of 25,000 Shares being tendered. See Exchange Offer - Section 7. How will the Company exchange the shares We will cause Air T Funding to issue Trust Preferred Securities in the Exchange Offer and use our available cash on hand to pay for fractional Trust Preferred Securities in order to exchange shares in the Exchange Offer and to pay related expenses. See Exchange Offer - Section 9. The Trust Preferred Securities to be delivered in the Exchange Offer will be registered with the Commission and currently trade on Nasdaq under the trading symbol AIRTP. How long do I have to tender my Shares You may tender your Shares until the Exchange Offer expires. The Exchange Offer will expire on _______ ___, 2023, at 5 00 P.M., Eastern Time, unless we extend or withdraw the Exchange Offer (such date and time, as the same may be extended, the Expiration Date ). We may choose to extend the Exchange Offer for any reason. We cannot assure you that the Exchange Offer will be extended or, if extended, for how long. See Exchange Offer - Sections 1 and 14. If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it is likely that such nominee has an earlier deadline for accepting the Exchange Offer. Accordingly, beneficial owners wishing to participate in the Exchange Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Exchange Offer. Can the Exchange Offer be extended, amended or terminated, and under what circumstances We can extend or amend the Exchange Offer in our sole discretion. If we extend the Exchange Offer, we will delay the acceptance of any Shares that have been tendered. We can terminate the Exchange Offer under certain circumstances. See Exchange Offer - Sections 7 and 14. How will I be notified if the Company extends the Exchange Offer or amends the terms of the Exchange Offer We will issue a press release no later than 9 00 a.m., Eastern Time, on the business day after the previously scheduled expiration date if we decide to extend the Exchange Offer. We will announce any amendment to the Exchange Offer by making a public announcement of the amendment. In the event that the terms of the Exchange Offer are amended, we will file a Form 8-K with the Commission and include the amendment to our Exchange Offer. See Exchange Offer - Section 14. What is the purpose of the Exchange Offer The Board determined that it is in the best interest of the Company to repurchase shares of its common stock and that at this time the Exchange Offer described in this Exchange Offer is a prudent and effective way to do so and to provide value and offer our stockholders the opportunity to exchange their shares for a security that is traded on a national securities exchange that currently pays an 8.0% annual distribution. We believe an Exchange Offer at the Exchange Ratio offered will provide value to our stockholders. Conversely, the Exchange Offer also affords stockholders the option not to participate and, thereby, to increase their relative percentage interest in the Company and its future results. In addition, our Board believes the Exchange Offer provides stockholders with an opportunity to exchange their shares for securities that currently pay a distribution that are traded on a national securities exchange, without potential disruption to the share price and the usual transaction costs inherent in open market purchases and sales. The Board may consider undertaking additional offer(s) based upon a variety of factors, including the performance of the market price of the Shares. See Exchange Offer - Section 2. Are there any conditions to the Exchange Offer Yes. Our obligation to accept and exchange Trust Preferred Securities for your tendered Shares depends on a number of conditions, including, but not limited to A minimum of 25,000 Shares are tendered in the Exchange Offer. No legal action shall have been threatened, instituted or pending that challenges or relates to the Exchange Offer or that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or otherwise), assets, income, operations or prospects or otherwise materially impair the contemplated future conduct of our business or our ability to exchange Shares in the Exchange Offer. No general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payment in respect of banks in the United States shall have occurred. No commencement or escalation of war, armed hostilities, or other international or national calamity, including, but not limited to, an act of terrorism, shall have occurred. No changes in the general political, market, economic or financial conditions in the United States or abroad that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or otherwise), assets, income, operations or prospects. No decline shall have occurred in the market price for our Shares or the Trust Preferred Securities or in the Dow Jones Industrial Average, New York Stock Exchange Index, Nasdaq Composite Index or the Standard and Poor s 500 Composite Index by more than 10% from the close of business on _________ ___, 2023, the business day prior to the announcement by the Company of the commencement of the Exchange Offer. No tender or exchange offer for any or all of our Shares (other than this Exchange Offer) shall have been proposed, announced or made by any person or shall have been publicly disclosed other than in the ordinary course of business. No change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the Exchange Offer, shall have occurred. In addition, the Exchange Offer is condition on the registration of the Trust Preferred Securities to be delivered in the Exchange Offer with the Commission. The Exchange Offer is subject to a number of other conditions described in greater detail in Exchange Offer - Section 7. How do I tender my shares To tender your shares, prior to 5 00 P.M. Eastern Time, on _______ ___, 2023, unless the Exchange Offer is extended if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact such nominee and have such nominee tender your Shares for you if you hold certificates in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your Shares and any other documents required by the Letter of Transmittal, to the Depositary at its address shown on the Letter of Transmittal or if you are an institution participating in The Depository Trust Company ( DTC ), which we refer to as the Book-Entry Transfer Facility, tender your Shares according to the procedure for book-entry transfer described in Exchange Offer - Section 3. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Exchange Offer. Accordingly, beneficial owners wishing to participate in the Exchange Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Exchange Offer. If you want to tender your Shares, but your certificates for the Shares are not immediately available or cannot be delivered to the Depositary, you cannot comply with the procedure for book-entry transfer or you cannot deliver the other required documents to the Depositary by the Expiration Date of the Exchange Offer, you will not be able to tender your Shares. This can occur, for example, if you purchased shares of our common stock at, or within one or two days of, the Expiration Date, not allowing sufficient time for such purchase transaction to settle. There are no guaranteed delivery procedures available under the terms of this offer as an alternative delivery mechanism. How will the Exchange Offer affect the number of our Shares and the number of Trust Preferred Securities outstanding As of June 30, 2023, we had 2,817,754 outstanding Shares. If the conditions to the Exchange Offer are satisfied or waived and the Exchange Offer is fully subscribed at the maximum amount, we will have 2,679,754 Shares outstanding immediately following the exchange of Shares tendered in the Exchange Offer, representing an approximate 4.9% reduction in the number of outstanding Shares. The actual number of Shares outstanding immediately following completion of the Exchange Offer will depend on the number of Shares tendered and exchanged in the Exchange Offer. See Exchange Offer - Section 2. As of June 30, 2023, there were 1,240,085 Trust Preferred Securities outstanding (includes 200,000 shares held by affiliated entities). If the conditions to the Exchange Offer are satisfied or waived and the Exchange Offer is fully subscribed, Air T Funding will have 1,433,285 Trust Preferred Securities outstanding immediately following the exchange of shares tendered in the Exchange Offer, representing an approximate 15% increase in the number of outstanding Trust Preferred Securities. The actual number of Trust Preferred Securities outstanding immediately following completion of the Exchange Offer will depend on the number of Shares tendered and exchanged in the Exchange Offer. Stockholders who do not have their Shares exchanged in the Exchange Offer will realize a proportionate increase in their relative ownership interest in the Company following the exchange of Shares pursuant to the Exchange Offer. See Exchange Offer - Section 2. Can I change my mind after I have tendered Shares in the Exchange Offer Yes. You may withdraw any Shares you have tendered at any time before the expiration of the Exchange Offer, which will occur at 5 00 p.m. Eastern Time, on _______ ___, 2023, unless we extend or withdraw it. See Exchange Offer - Section 4. How do I withdraw Shares I previously tendered You must deliver on a timely basis a written or facsimile notice of your withdrawal to the Depositary at the address appearing on the back cover of this Exchange Offer. Your notice of withdrawal must specify your name, the number of Shares to be withdrawn and the name of the registered holder of such Shares. Some additional requirements apply if the certificates for Shares to be withdrawn have been delivered to the Depositary or if your Shares have been tendered under the procedure for book-entry transfer set forth in Exchange Offer - Section 3. In what order will the Company exchange tendered Shares If the terms and conditions of the Exchange Offer have been satisfied or waived and 138,000 Shares are properly tendered and not properly withdrawn prior to the Expiration Date, we will acquire up to 138,000 Shares properly tendered and not properly withdrawn. If less than 138,000 Shares (and more than 25,000 Shares) are tendered, we will exchange all of the Shares at the exchange ratio of 1.40 Trust Preferred Securities per Share. If the conditions to the Exchange Offer have been satisfied or waived and more than 138,000 Shares have been properly tendered and not properly withdrawn prior to the Expiration Date, we will exchange Shares first, subject to the conditional tender provisions described in Exchange Offer - Section 6, on a pro rata basis from all other stockholders who properly tender Shares and do not properly withdraw them before the expiration of the Exchange Offer and second, if necessary to permit us to exchange up to 138,000 Shares, from holders who have tendered Shares conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for exchange by random lot, stockholders whose Shares are conditionally tendered must have properly tendered all of their Shares and not properly withdrawn them before the expiration of the Exchange Offer. Therefore, we may not exchange all of the Shares that you tender. See Exchange Offer - Section 1. Has the Company or its Board adopted a position on the Exchange Offer While our Board has authorized the Exchange Offer, it has not, nor has the Company, the Information Agent or the Depositary made, any recommendation to you as to whether you should tender or refrain from tendering your Shares. We cannot predict how our stock or the Trust Preferred Securities will trade after expiration of the Exchange Offer, and it is possible that our stock price will trade above the exchange ratio or that the Trust Preferred Securities will trade below the exchange price after expiration of the Exchange Offer. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender. In doing so, you should read carefully all of the information in this Exchange Offer, in the related Letter of Transmittal and in the other exchange offer materials. Will the Company s directors and executive officers tender Shares in the Exchange Offer The Company s directors and executive officers are entitled to participate in the Exchange Offer on the same basis as other stockholders. See Exchange Offer - Section 11. If I decide not to tender, how will the Exchange Offer affect my Shares Stockholders who choose not to tender will own a greater percentage interest in our outstanding shares of common stock following the completion of the Exchange Offer. When and how will the Company complete the Share exchange We will cause Air T Funding to issue Trust Preferred Securities to stockholders that tender Shares and we will pay in cash any amounts necessary to pay for fractional Trust Preferred Securities, less any applicable withholding taxes and without interest. The exchange of shares will occur promptly after the expiration of the Exchange Offer and the acceptance of the Shares for exchange, by depositing the Trust Preferred Securities and the aggregate purchase price with the Depositary. The Depositary will act as your agent and will transmit to you the Trust Preferred Securities and any payment for fractional shares. See Exchange Offer - Section 5. What is a recent market price for the Shares and the Trust Preferred Securities On July 21, 2023, the last reported sale price of the Shares on the Nasdaq was $23.98 per share. On July 21, 2023, the last reported sale price of the Trust Preferred Securities on the Nasdaq was $21.72 per share. You are urged to obtain current market quotations for the shares. See Exchange Offer - Section 8. Will I have to pay brokerage fees and commissions if I tender my Shares If you are a holder of record of your Shares and you tender your Shares directly to the Depositary, you will not incur any brokerage fees or commissions. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee and such nominee tenders Shares on your behalf, such nominee may charge you a fee for doing so. We urge you to consult your broker or other nominee to determine whether any charges will apply. See Exchange Offer - Sections 5 and 16. Does the Company intend to repurchase any Shares other than pursuant to the Exchange Offer during or after the Exchange Offer The Company s Board approved an open-market share repurchase program, which allows the Company to opportunistically buy back Shares in the market from time to time at prevailing market prices. However, we and our affiliates are prohibited from purchasing any Shares or Trust Preferred Securities, other than exchanging Shares for Trust Preferred Securities pursuant to the Exchange Offer, until at least ten business days after the expiration of the Exchange Offer. Beginning ten business days after the Expiration Date of the Exchange Offer, we may make stock repurchases from time to time on the open market and or in private transactions. Whether we make additional repurchases will depend on many factors, including, without limitation, the number of Shares, if any, that we acquire in this Exchange Offer, our business and financial performance and situation, the business and market conditions at the time, including the price of the Shares, and such other factors as we may consider relevant. Upon commencement of the Exchange Offer, the Company suspended a 10b5-1 trading plan that provides for the repurchase of shares of common stock. The plan terminates December 31, 2023 and provides for the repurchase of up to $50,000 a week of common stock following July 1, 2023. The program and prior repurchase authorization does not obligate the Company to acquire any specific number of Shares and may be suspended, terminated or modified at any time. Any of these repurchases may be on the same terms or on terms that are more or less favorable to the stockholders in those transactions than the terms of the Exchange Offer. What are the U.S. federal income tax consequences if I tender my Shares Generally, the U.S. federal income tax consequences to you of participating in the Exchange Offer are complex and will vary depending on certain facts and circumstances. We intend to treat the exchange of the shares for the Trust Preferred Securities as a recapitalization pursuant to Section 368(a)(1)(E) of the Code. Assuming the exchange is so treated, you generally will recognize gain for U.S. federal income tax purposes equal to the excess, if any, of the fair market value of the Trust Preferred Securities received in the exchange (including any fractional share) over your tax basis in the Shares. You will not be able to recognize any loss realized in the recapitalization (except with respect to cash received in lieu of a fractional share). Cash received in lieu of a fractional share will generally be treated as received in exchange for the fractional share, and you will generally recognize the gain or loss thereon. Please see Exchange Offer Section 13. Because the U.S. federal income tax consequences of the Exchange Offer are complex, you are urged to consult with your own tax advisor. Will I have to pay stock transfer tax if I tender my Shares If you hold your Shares in street name through a broker or other nominee, or instruct the Depositary in the Letter of Transmittal to issue shares and make any payment necessary for the Shares to the registered holder, you will not incur any stock transfer tax. See Exchange Offer - Section 5. Have there been any recent developments of which I should be aware For a description of recent developments of the Company and Air T Funding, please refer to our Forms 10-K and 10-K A filed for such fiscal year ended March 31, 2023 and our Definitive Proxy Statement for our Annual Meeting of Stockholders scheduled for August 16, 2023. We have also filed Current Reports on Form 8-K on July 27, 2023 and August 21, 2023. See Where You Can Find More information and Incorporation of Certain Documents by Reference.

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, Special Note Regarding Forward-Looking Statements, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, references to we, us, our, the company and Turnstone USA refer to Turnstone Biologics Corp., a Delaware corporation, and our wholly owned subsidiaries, Turnstone Biologics Inc., a corporation under the Canada Business Corporations Act, which we refer to in this prospectus as Turnstone Canada, and Myst Therapeutics, LLC, a Delaware limited liability company. Overview We are a clinical stage biotechnology company focused on developing new medicines to treat and cure patients with solid tumors. Approved immunotherapies represent a significant advancement in the treatment of solid tumors, but many patients either do not respond or experience relapsed disease following an initial response. We believe the most significant challenge to creating curative immunotherapies in these patients is the low numbers of T cells that can recognize and attack the tumor, which we refer to as tumor-reactive T cells. To address this problem, we are pioneering a differentiated approach to tumor infiltrating lymphocytes, or TILs. We are developing next generation TIL therapies by selecting the most potent (meaning able to mediate an anti-tumor response) and tumor-reactive T cells, which we refer to as Selected TILs. Unlike other approaches that rely on standard bulk TILs that have demonstrated objective responses in clinical trials only in limited tumor types, we are developing our Selected TILs for potential treatment across the majority of solid tumors. We have initiated two Phase 1 clinical trials for TIDAL-01, including a multi-site trial for the treatment of breast cancer, colorectal cancer, and uveal melanoma, and an investigator sponsored trial with H. Lee Moffitt Cancer Center and Research Institute, Inc., or Moffitt, in both cutaneous and non-cutaneous melanomas. We discuss the nature of this investigator-sponsored trial, including how this trial differs from a clinical trial sponsored by our company, as well as our roles and responsibilities in the trial, in more detail below. We intend to provide an initial clinical update across these two trials in mid-2024. We are also actively advancing our preclinical pipeline programs including TIDAL-02, our next Selected TIL program, and our TIDAL-01 viral immunotherapy combination program. We define objective response as a patient experiencing a partial response or complete response to any given therapy. Solid tumors present a major burden to society, with high mortality and poor outcomes associated with more advanced disease. Several key factors, such as tumor heterogeneity (meaning differences in the characteristics, including variable tumor antigen expression, between cancer cells within a patient s tumor, between tumors within the same patient and/or between different patients tumor(s)) and challenging tumor microenvironments, or TMEs, have made treatment of solid tumors more difficult than treatment of hematologic cancers. Immunotherapies that activate the immune system to enhance and/or create anti-tumor immune responses, such as immune checkpoint inhibitors, or ICIs, have improved outcomes for some patients. However, more than 85% of cancer patients fail to respond to ICI therapy. The effectiveness of ICIs is heavily dependent on the presence of tumor-reactive T cells that ICIs can reinvigorate, and many patients lack a sufficient number of T cells that recognize the target tumor. Therefore, we believe new treatments that can expand and enhance the patient s tumor-reactive T cells are needed. TILs are a type of cell therapy that harness the patient s own immune cells to target their own tumors. TIL therapy involves the isolation of lymphocytes from the patient s tumor, expansion of the isolated cells outside the body, and then infusion of the cells back into the patient. TILs have the ability to penetrate, recognize, and kill cancer cells and offer potential to treat or cure solid tumors. Because TILs include an expansive breadth of lymphocytes that are specific to the patient s tumor antigens, we believe they have the potential to overcome tumor heterogeneity which often presents a significant challenge for other therapies. Clinical trials with standard bulk 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 state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated July 17, 2023 P R O S P E C T U S 5,800,000 Shares Common Stock This is Turnstone Biologics Corp. s initial public offering. We are selling 5,800,000 shares of our common stock. We expect the initial public offering price to be between $12.00 and $14.00 per share. Currently, no public market exists for the shares of our common stock. We have applied to list our common stock on the Nasdaq Global Market, or Nasdaq, under the symbol TSBX. However, no assurance can be given that our listing application will be approved. If our listing application is not approved by Nasdaq, we will not be able to consummate this offering. We are an emerging growth company and a smaller reporting company as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company disclosure standards. See the section titled Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Investing in our common stock involves risks that are described in the Risk Factors section beginning on page 16 of this prospectus. Per Share Total Public offering price $ $ Underwriting discount(1) $ $ Proceeds before expenses, to us $ $ (1) We refer you to the section titled Underwriting beginning on page 232 of this prospectus for additional information regarding underwriting compensation. The underwriters may also exercise their option to purchase up to an additional 870,000 shares of common stock from us, at the public offering price, less the underwriting discount, 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 , 2023. Joint Book-Running Managers BofA Securities Leerink Partners Piper Sandler The date of this prospectus is , 2023. Table of Contents TILs, the first generation of TIL therapy that involves isolation and expansion of all of the TILs in the tumor sample, have shown objective responses in clinical trials in limited solid tumor types. To date, several hundred patients in the United States have received bulk TIL therapies, with the greatest success observed in metastatic melanoma. In metastatic melanoma patients refractory to ICI therapy, specifically PD-(L)1 treatments (meaning monoclonal antibodies targeting the immune checkpoint PD-1), bulk TIL monotherapy has yielded objective response rates (meaning the percentage of patients experiencing a partial response or complete response in any given study) of approximately 30% to 50%, with complete response rates (meaning the percentage of patients with complete eradication of measurable disease in the patient and no new lesions) ranging from approximately 5% up to 20%. If a complete response lasts the lifespan of a patient it would be considered as a cure in general clinical practice patients are referred to as cured if they remain in complete response for greater than five years as the probability of their disease recurrence is low. Beyond metastatic melanoma, bulk TIL therapy has demonstrated therapeutic potential in a limited number of solid tumors, including squamous cell carcinoma of the head and neck, cervical cancer, and non-small cell lung cancer. We believe that the activity of TILs is driven by the subset of tumor-reactive T cells, and that the key limitation for bulk TILs is the small number and proportion of tumor-reactive T cells that make up the bulk TIL product (reported median less than 3%, Lowery et al., 2022). We believe increasing the proportion and diversity of tumor-reactive T cells in a TIL product can expand the utility of TILs to a greater breadth of tumor types, where bulk TILs have not shown objective responses in clinical trials to date. Our Solution: Selected TILs We are developing next generation TIL therapies for the potential treatment of multiple solid tumors. There are no TIL therapies that have received FDA approval to date. To our knowledge, at present there are no therapies in clinical development that provide curative outcomes for the majority of patients in our chosen solid tumor indications. Our innovative Selected TIL approach focuses on selecting and expanding the most potent tumor-reactive T cells to overcome the limitations of bulk TILs. This approach expands upon work conducted in academia that demonstrated improved clinical responses for certain selected TILs in solid-tumor types where bulk TILs have not shown objective responses in clinical trials. We are leveraging this work to establish a standardized manufacturing process for large scale production of our Selected TILs. Our Selected TIL approach employs the following foundational principles with the goal of yielding the greatest number and proportion of tumor-reactive T cells in our TIL product candidates: (1) Unbiased identification of patient-specific tumor antigens: We seek to identify the most comprehensive set of patient-specific tumor antigens. We use an unbiased identification process that aims to find and capture the greatest diversity of antigens with the potential to drive the most robust T cell response. Our proprietary approach is unlike other TIL products that are biased toward a specific subset or class of antigen(s), which may miss relevant tumor antigens or focus on the wrong targets. (2) Selection of greatest breadth of tumor-reactive T cells from patient extracted TILs: Our goal is to capture and isolate the greatest number and proportion of a patient s tumor-reactive T cells that have the potential to attack and destroy heterogeneous solid tumors. We aim to select the greatest diversity of T cells by using a function-based screening process that confirms reactivity to the identified patient-specific tumor antigens rather than relying on a bioinformatics-based prediction algorithm that may not be truly predictive. (3) Expansion of tumor-reactive T cells and removal of non-tumor-reactive bystander cells: We expand our selected tumor-reactive TIL population to magnitudes consistent with bulk TIL products and Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus and in the documents we incorporate by reference herein. 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. You should read all such documents carefully, especially the risk factors and our consolidated financial statements and the related notes included or incorporated by reference herein, before deciding to buy our securities. Unless the context requires otherwise, references in this prospectus to Baudax, we, us and our refer to Baudax Bio, Inc. and our subsidiaries. Overview Baudax Bio, Inc. is a biotechnology company focused on developing T cell receptor ( TCR ) therapies utilizing human regulatory T cells ( Tregs ), as well as a portfolio of clinical stage Neuromuscular Blocking Agents ( NMBs ) and an associated reversal agent. Our TCR Treg programs primarily focus on immune modulating therapies for orphan diseases or complications associated with such diseases, as well as the treatment of autoimmune disorders. We believe that our TCR Treg programs have the potential to provide valuable therapeutic options to patients suffering from diseases for which there are limited treatment options and significant unmet need, as well as to prescribers and payers in these markets. On June 29, 2023, we acquired TeraImmune, a Delaware corporation. TeraImmune was a privately-held biotechnology company focused on discovery and development of novel Treg-based cell therapies for autoimmune diseases. TeraImmune s proprietary and patented technology platforms include a method for expansion of the Treg without losing its function and stability, as well as a method to target specific receptors including TCRs, Chimeric Antigen Receptors ( CARs ) and B cell Antigen Receptors ( BARs ). TeraImmune has also in-licensed through an exclusive, sublicensable, royalty-bearing license, a patent family covering methods of producing T cell populations enriched for regulatory T cells and cell culture compositions from U.S. Department of Health and Human Services, as represented by National Institute of Allergy and Infectious Diseases of the National Institutes of Health. In addition, TeraImmune has developed Treg manufacturing procedures in accordance with regulatory guidance from the U.S. Food and Drug Administration ( FDA ). In June 2022, TeraImmune s Investigational New Drug ( IND ) application to commence clinical trials of a Factor VIII ( FVIII ) TCR-Treg treatment for Hemophilia A with inhibitors was cleared by the FDA. Tregs are designed to recognize and target certain cells through the engagement of target-specific receptors by peptide antigens presented on the surface of the target cell by the major histocompatibility complex. Our proprietary and patented technology platform consists of two approaches: (1) TREGable , which involves the isolation of natural Tregs, and (2) TREGing , which involves engineering effector T ( Teff ) cells into antigen-specific Tregs. Each approach is intended to recognize and attack pathogens while avoiding an attack on healthy cells and tissues. The lead product candidate we acquired in the acquisition with TeraImmune, TI-168, is being developed for the treatment of Hemophilia A with inhibitors, which received IND clearance in 2022. We have in-licensed two patent families relating to TI-168, nucleic acids constructs encoding TCRs, methods of producing TI-168, immunosuppressive induced regulatory T cells from the Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc. ( HJF ) under two worldwide, exclusive, sublicensable royalty-bearing licenses. We also exclusively license a family of pending U.S. and foreign patent applications directed to immunosuppressive induced regulatory T cells and methods of producing these cells, which if issued would expire in 2041 subject to any applicable disclaimer or extensions. Table of Contents We also hold exclusive global rights to two new molecular entities, which are centrally acting NMBs, BX1000, an intermediate duration of action NMB that recently completed a successful Phase II clinical trial, and BX2000, an ultra-short acting NMB currently undergoing a Phase I clinical trial. A proprietary blockade reversal agent, BX3000, is currently being evaluated in preclinical studies intended to support an IND filing in 2023. BX3000 is an agent that is expected to rapidly reverse BX1000 and BX2000 blockade. All three agents are licensed from Cornell University. We believe these agents, when an NMB and BX3000 are administered in succession, allow for a rapid onset of centrally acting neuromuscular blockade, followed by a rapid reversal of the neuromuscular blockade with BX3000. These novel agents have the potential to meaningfully reduce time to onset and reversal of blockade and improve the reliability of onset and offset of neuromuscular blockade. This can potentially reduce time in operating rooms or post operative units, resulting in potential clinical and cost advantages, as well as valuable cost savings for hospitals and ambulatory surgical centers and has the potential for an improved clinical profile in terms of safety. Our pipeline also includes other early-stage product candidates, including two novel NMBs and a related proprietary chemical reversal agent and Dex-IN, a proprietary intranasal formulation of dexmedetomidine ( Dex ), an alphA-4 adrenergic agonist that we are evaluating for possible partnering. In mid-2020, we launched our first commercial product, ANJESO, in the United States. ANJESO was the first and only 24-hour, intravenous, analgesia agent. ANJESO is a cyclooxygenase-2 preferential, non-steroidal anti-inflammatory drug ( NSAID ) for the management of moderate to severe pain, which could be administered alone or in combination with other non-NSAID analgesics. We discontinued commercial sales of ANJESO in December 2022 and further withdrew its New Drug Application ( NDA ) related to ANJESO in late March 2023. We believe that we can bring valuable therapeutic options for patients suffering from certain orphan diseases and autoimmune disorders for which there are limited treatment options and significant unmet need, and prescribers and payers in these markets, as well as to the acute care and related markets. We believe we can create value for our shareholders through the development, and potential approval and commercialization of TI-168 for treatment of Hemophilia A with inhibitors, as well as our other pipeline product candidates we develop for the treatment of autoimmune disorders utilizing Treg-based therapies. In addition to our Treg pipeline, we continue to modestly progress the NMB and related assets, and will consider select acquisitions, especially those that could contribute revenue and cash flow. Corporate Information We were incorporated in Pennsylvania in 2019 and our office headquarters is located at 490 Lapp Road, Malvern, Pennsylvania 19355. Available Information Our website address is www.baudaxbio.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it in any way part of this prospectus and should not be relied upon in connection with making any decision with respect to an investment in our securities. We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the SEC ). You may obtain any of the documents filed by us with the SEC, at no cost from the SEC s website at www.sec.gov. Implications of Being an Emerging Growth Company We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act ). We will remain an emerging growth company until December 31, 2024, unless our gross revenue exceeds $1.07 billion in any fiscal year before that date, we issue more than $1.0 billion of Table of Contents non-convertible debt in any three-year period before that date or the market value of our common stock held by non-affiliates exceeds $700.0 million as of the last business day of the second fiscal quarter of any fiscal year before that date. We have elected to take advantage of certain of the scaled disclosure available for emerging growth companies in this prospectus as well as our filings under the Exchange Act of 1934 ( the Exchange Act ), including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and financial statements in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote to approve executive compensation and shareholder approval of any golden parachute payments not previously approved. We will take advantage of these reporting exemptions until we are no longer an emerging growth company. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this exemption and, therefore, we are subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. 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 similarly titled sections in the documents incorporated by reference into this prospectus. These risks include, but are not limited to, the following: Risks Related to this Offering It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to the Selling Shareholder, or the actual gross proceeds resulting from those sales. Investors who buy shares in this offering at different times will likely pay different prices. The issuance of common stock to the Selling Shareholder may cause substantial dilution to our existing shareholders and the sale of such shares acquired by the Selling Shareholder could cause the price of our common stock to decline. Future sales of our common stock could cause the market price for our common stock to decline. Our management will have broad discretion over the use of the net proceeds from our sale of shares of common stock to Alumni Capital, you may not agree with how we use the proceeds and the proceeds may not be invested successfully. Risks Related to Our Finances and Capital Requirements Our losses, negative cash flows from operations and accumulated deficit raise substantial doubt about our ability to continue as a going concern absent obtaining adequate new debt or equity financings. If we are unable to meet the initial listing standards of Nasdaq by November 13, 2023, or otherwise regain compliance with the listing standards of Nasdaq, our common stock may become delisted, which could have a material adverse effect on the liquidity of our common stock and our ability to raise capital. Table of Contents

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+S-1/A 1 wbba_s1a2.htm S-1/A 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 CURRENT REPORT WB Burgers Asia, Inc. (Exact name of registrant as specified in its charter) Date: September 22, 2023 Nevada 5812 00-0000000 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Employer Identification No.) 3F K s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku, Tokyo, Japan 107-0062 Issuer's telephone number: +81-90-6002-4978 Company email: kishizuka@waybackintl.com (Address, including zip code, and telephone number, including area code, of registrant s principal mailing address) Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 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. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, 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 of 1933, 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X| Smaller reporting company |X| Emerging growth company |X| If an emerging growth company, 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. |_| CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Offering Price Per Share (1) Underwriting Discounts and Commissions Maximum Net Proceeds Common Stock, $0.0001 par value (Direct Public Offering) $0.20 none 30,000,000 Common Stock, $0.0001 par value (by Selling Shareholders) $0.20 none 24,647,995.40 Common Stock, $0.0001 par value (per unit/ share basis) $0.20 none 0.20 Title of Each Class of Securities to be Registered Proposed Maximum Offering Price Per Share (1) Underwriting Discounts and Commissions Maximum Net Proceeds Amount of Registration Fee (2) Common Stock, $0.0001 par value (Total; Inclusive of Direct Public Offering and Resale Offering) $0.20 none 54,647,995.40 $5,065.87 (1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. The Registrant hereby amends this Registration Statement (the "Registration Statement") on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 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 is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted. There is no minimum purchase requirement for the offering to proceed. PRELIMINARY PROSPECTUS WB Burgers Asia, Inc. 273,239,977 SHARES OF COMMON STOCK $0.0001 PAR VALUE PER SHARE The common stock of WB Burgers Asia, Inc. is quoted on the OTC Markets Group Inc. s Pink Open Market (the "OTC Pink") under the symbol WBBA. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. In this public offering we, "WB Burgers Asia, Inc." are offering 150,000,000 shares of our common stock and our selling shareholders are offering 123,239,977 shares of our common stock. We will not receive any of the proceeds from the sale of shares by the selling shareholders. The offering is being made on a self-underwritten, "best efforts" basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our sole officer and Director, Koichi Ishizuka. There is uncertainty that we will be able to sell any of the 150,000,000 shares being offered herein by the Company. Koichi Ishizuka will not receive any commissions or proceeds for selling the shares on our behalf. All of the shares being registered for sale by the Company will be sold at a fixed price, with a maximum offering price of $0.20 per share for the duration of the Offering. Assuming all of the 150,000,000 shares being offered by the Company are sold, the Company will receive a maximum of $30,000,000 in net proceeds. Assuming 112,500,000 shares (75%) being offered by the Company are sold, the Company will receive a maximum of $22,500,000 in net proceeds. Assuming 75,000,000 shares (50%) being offered by the Company are sold, the Company will receive a maximum of $15,000,000 in net proceeds. Assuming 37,500,000 shares (25%) being offered by the Company are sold, the Company will receive a maximum of $7,500,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to further our Company's business plan going forward, and additional funding avenues may be necessary. This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our director for an additional 90 days. We may however, at any time and for any reason terminate the offering. Koichi Ishizuka will be selling shares of common stock on behalf of the Company simultaneously to selling shares of common stock in the Company from his own personal account(s). A conflict of interest may arise as a result of Koichi Ishizuka selling shares from his own personal account(s), and in selling shares on the Company s behalf. Currently, Koichi Ishizuka, through his direct, and the indirect ownership of the Company via White Knight Co., Ltd., owns and controls approximately 1,626,939,150 shares of our Common Stock and 0 shares of our Preferred Stock. Currently, we have 2,072,642,444 shares of common stock, $0.0001 par value, issued and outstanding and 0 shares of preferred stock, $0.0001 par value, issued and outstanding. As of the date of this Registration Statement, Koichi Ishizuka, through his direct and indirect ownership of the Company, via White Knight Co., Ltd., is able to control approximately 79.30% of the voting power of the Company. As such, Mr. Ishizuka has the ability to control matters requiring shareholder approval, including the election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets. We operate through our wholly owned subsidiary, WB Burgers Japan Co., Ltd., which holds the rights to the "Master Franchise Agreement" with Jakes Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback Burger Restaurants within the country of Japan. The Master Franchise Agreement provides WB Burgers Japan Co., Ltd. the right to establish and operate Wayback Burgers restaurants in the country of Japan, and also license affiliated and unaffiliated third parties ("Franchisees") to establish and operate Wayback Burgers restaurants in the Country of Japan. The Master Franchise Agreement, amongst other things, also provides WB Burgers Japan Co., Ltd. the right of first refusal to enter into a subsequent Master Franchise Agreement with Jake s Franchising, LLC to establish and operate Wayback Burgers restaurants in the Countries of Indonesia, Malaysia (Eastern Malaysia only, Western Malaysia if it becomes available as it is currently licensed to another party), the Philippines, Vietnam, China, India, Korea, Thailand, Singapore, and Taiwan. We seek to make "Wayback Burgers" a nationally recognized brand, if not a household name, within the country of Japan through the promotion and opening of various Wayback Burgers Restaurants. Our first , ' ': flagship location has just opened up this past March 11th of 2022 in the popular shopping plaza of Omotesando, located in the Tokyo prefecture of Japan. All shares being offered pursuant to this Registration Statement will be sold at a fixed price, not to exceed a maximum of $0.20 per share for the duration of the offering. The Company estimates the costs of this offering at about $55,000. All expenses incurred in this offering are being paid for by the Company. For the duration of the offering any and all sellers of the shares being registered herein agree to provide this prospectus to potential investors in its entirety. The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company s account and or the account of one of its subsidiaries; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. If an investor decides to invest in this offering, there are no assurances that additional investors will also invest. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO , ' ': RISK FACTORS BEGINNING ON PAGE 6. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it. The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus. TABLE OF CONTENTS PART I PROSPECTUS PAGE PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY Investors are cautioned that you are not directly buying shares of a China-based operating company but instead are buying shares of a holding company issuer with no material operations of its own that conducts substantially all of its operations through its subsidiaries in China. This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes and the risks described under "Risk Factors" beginning on page 25. We note that our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus. Overview QinHong International Group is a holding company incorporated in the Cayman Islands. As a holding company with no material operations of its own, our Cayman Islands holding company conducts a substantial majority of its operations through its operating entities established in China. Our ordinary shares offered in this prospectus are shares of our Cayman Islands holding company. The approval of PRC regulatory agencies may be required in connection with this offering under a PRC regulation or any new laws, rules or regulations to be enacted, and if required, we may not be able to obtain such approval. For a description of our corporate structure, see "Corporate Structure." Our Business We are an emerging provider of financial facilitation and referral services in Sichuan Province, People s Republic of China (which we refer to herein as the PRC or China) with operations conducted through our subsidiaries in China. We offer our clients, primarily small-to-medium enterprises (or SMEs) and financial institutions, a variety of services in connection with the monetization of negotiable instruments, accounts receivable and other rights to payment, all of which we collectively refer to as RTPs. Our operating subsidiaries commenced operations in July 2017 and have since built a network of SMEs, commercial banks, factoring companies and other financial and non-financial institutions which enables us to effectively and efficiently help our SME clients to obtain greater cash flows at lower costs through disposition of their RTPs and assist our financial institution clients in finding diversified investment opportunities with attractive returns by referring to them SMEs with RTP financing requirements. Through the extensive experience of our founders in the transfers of negotiable instruments, we strategically focus on the facilitation of transfers of banker s acceptance bills (or BA bills), which is a type of negotiable instrument commonly used in trades in China), typically with an aggregate face value of more than RMB10 million (approximately $1.55 million) per transaction. Such transactions bring us higher revenue per transaction with relatively lower operating costs than transactions that trade other types of negotiable instruments as we can focus our resources on servicing fewer clients with higher transaction value. As of June 30, 2023, we had facilitated transfers of negotiable instruments, all of which were BA bills for our SME clients with an aggregate face value of approximately RMB 12.7 billion (approximately $1.9 billion) over the past five fiscal years. Leveraging on our expanding network of SMEs and financial institutions, in August 2019, we started offering referral services to one financial institution whose business is to purchase low risk RTPs at a discount. We presently service one third-party factoring company based in Shenzhen City, China and had successfully referred 33 RTP holders to this client and facilitated its purchase of RTPs in the aggregate amount of approximately RMB 161.7 million (approximately $24.3 million) as of June 30, 2023. We receive service fees for our facilitation and referral services, which generally range from 0.2% to 0.3% of the face value of RTPs for SME clients and 0.1% to 4% of proceeds for referral services. For the fiscal years ended June 30, 2023 and 2022, we generated revenue of approximately $629,000 and $1,438,000, respectively, among which approximately $355,000 and $1,271,000 were derived from our facilitation services (before deducting sales taxes) to our SME clients. Classification of and Market for Negotiable Instruments in China Pursuant to the Negotiable Instruments Law of the PRC, negotiable instruments include bills of exchange, promissory notes and checks. There are two types of bills of exchange: bank drafts and commercial drafts. Commercial drafts include commercial acceptance bills and BA bills. For a commercial acceptance bill, a non-financial entity agrees to pay the amount indicated on the draft to the beneficiary or bearer at the request of the drawer without any condition; while for a BA bill, the bank promises to pay the amount indicated on the draft to the beneficiary or bearer at the request of the drawer without any condition. The negotiable instrument market in China includes both a primary market and a secondary market. The primary market is where the negotiable instruments are issued, while the secondary market is where those instruments are traded. In the primary market, negotiable instruments mainly serve as credit vouchers and payment and settlement instruments and the transactions in the primary market consist of the issuance and acceptance of negotiable instruments. In the secondary market, negotiable instruments may be endorsed and transferred, discounted, interbank discounted and rediscounted. As a consulting service provider, we facilitate our clients with transfer of negotiable instruments (BA bills) by endorsement to financial institutions or discounting of instruments to commercial banks. There are a large number of sole proprietors providing similar services in the negotiable instrument market. There are no public records or market statistics about these sole proprietors. Negotiable instruments may be used as a payment method or financing tool. Due to the rapid growth and wide usage of electronic payment methods in China, the payment function of negotiable instruments has become less prominent and negotiable instruments have been primarily used as a financing tool. According to statistics issued by the Shanghai Commercial Paper Exchange, in 2020, the negotiable instrument market was RMB148.24 trillion (approximately $22.93 trillion), representing a 12.8% increase from the previous year. In 2020, the total face value of BA bills issued was RMB18.47 trillion (approximately $2.86 trillion), representing a 6.43% increase from the previous year. A total of 7,819 companies consummated transactions for an aggregate of $46.98 billion via electronic commercial drafts in 2020. In 2020, the commercial draft acceptance market in China was RMB3.62 trillion (approximately $0.56 trillion), which represents an increase of 19.8% over the previous year. As all of the BA bills we facilitate are issued and transferred electronically through the People s Bank of China ("PBOC") system, we believe the exposure to any risk of bill fraud has been minimized due to the electronic and instant nature of the PBOC system, as opposed to BA bills in paper form. There have been some instances of internal fraudulent activities within certain PRC commercial banks while processing the BA bills electronically and any damages caused by those activities are generally indemnified by the commercial banks. We conduct due diligence for our own information and records only; however, we do not verify the authenticity or validity of the RTPs. See "Business – Risk Management." Our Strengths We believe that the following strengths differentiate us from our competitors and provide us with advantages for realizing the potential of market opportunity: Our focus on monetization of RTPs with high profit margins, Trusted relationship with our clients, Our expeditious and seamless services that address clients needs, and An experienced management team. Our Strategies We believe our dedicated and efficient services are attracting increasing numbers of SMEs and financial institutions to work with our company. To gain competitive advantages, we plan to implement the following strategies: Invest in human capital to expand facilitation and referral services to our clients; Build a scalable platform for the transfer of negotiable instruments; and Pursue formation or acquisition of a factoring business (although as of the date of this prospectus, we have not identified or engaged in any material discussions regarding any potential factoring business acquisition) Corporate Structure The following diagram illustrates our corporate structure as of the date of this prospectus, including our subsidiaries. On November 18, 2019, WFOE entered into a series of agreements (the "VIE Agreements") separately with each of QinHong Technology, QinHong Management and their respective shareholders. On March 7, 2022, all of the VIE Agreements with QinHong Technology were terminated, and on April 7, 2022, all of the VIE Agreements with QinHong Management were terminated. On April 7, 2022, WFOE entered into an equity transfer agreement with QinHong Management and the shareholders of QinHong Management. Pursuant to the equity transfer agreement, each of the shareholders of QinHong Management transferred to WFOE their respective equity interests in QinHong Management for no consideration. As a result, we hold 100% of the equity interests of both QinHong Technology and QinHong Management. As of the date of this prospectus, we and our PRC subsidiaries have received from PRC authorities all requisite licenses, permissions or approvals needed to engage in the businesses currently conducted in China, and no permission or approval has been denied. Such licenses and permissions only include business licenses. The following table provides details on the licenses and permissions held by our PRC subsidiaries. Company License/Permission Issuing Authority Validity WFOE Business License Administration For Market Regulation of Chengdu Long-term QinHong Technology Business License Administration For Market Regulation of Chengdu Long-term QinHong Management Business License Administration For Market Regulation of Chengdu Jinniu District Long-term QinHong Consulting Business License Administration For Market Regulation of Chengdu Wuhou District Long-term The following table sets forth the summary consolidated balance sheets data as of June 30, 2023 and 2022 of (i) the parent company, QinHong International Group, (ii) its subsidiary, which is QinHong Capital Group Limited, (iii) WFOE, which is Chengdu Xiyuan Supply Chain Management Co., Ltd., and (iv) QinHong Technology, QinHong Management and QinHong Consulting, all three of which are subsidiaries of WFOE, and the summary of the consolidated statement of income and cash flows for the fiscal years ended June 30, 2023 and 2022. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods. You should read this information together with our consolidated financial statements and the related notes and "Management s Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. Selected Condensed Consolidated Balance Sheets Data (Expressed in U.S. dollars) June 30, 2023 Parent Subsidiary WFOE WFOE s subsidiaries Elimination Total Cash and cash equivalents $ — $ — $ 48,325 $ 395,832 $ — $ 444,067 Accounts receivable — — 12,404 77,549 — 89,953 Loans receivable — — 2,632,449 813,165 — 3,445,614 Total current assets — — 2,716,506 1,298,626 — 4,015,132 Investment in WFOE and its subsidiaries 3,855,433 — — — (3,855,433 ) — Property and equipment, net — — 43,263 921 — 44,184 Total non-current assets 3,855,433 — 43,263 50,297 (3,855,433 ) 93,560 Amount due from WFOE — — — — — — Total Assets $ 3,855,433 $ — $ 2,759,769 $ 1,348,923 $ (3,855,433 ) $ 4,108,692 Total current liabilities $ — $ — $ 22,977 $ 230,282 $ — $ 253,259 Amounts due to WFOE s subsidiaries — — — — — — Total Liabilities — — 22,977 230,282 — 253,259 Total Shareholders Equity 3,855,433 — 2,736,792 1,118,641 (3,855,433 ) 3,855,433 Total Liabilities and Shareholders Equity $ 3,855,433 $ — $ 2,759,769 $ 1,348,923 $ (3,855,433 ) $ 4,108,692 June 30, 2022 Parent Subsidiary WFOE WFOE s subsidiaries Elimination Total Cash and cash equivalents $ — $ — $ 3,750 $ 12,292 $ — $ 16,042 Accounts receivable — — 133,505 983,514 — 1,117,019 Loans receivable — — 2,016,009 1,120,004 — 3,136,013 Total current assets — — 2,165,759 2,145,370 — 4,311,129 Investment in WFOE and its subsidiaries 3,930,537 — — — (3,930,537 ) — Property and equipment, net — — 2,972 2,045 — 5,017 Total non-current assets 3,930,537 — 2,972 2,045 (3,930,537 ) 5,017 Amount due from WFOE — — — 134,401 (134,401 ) — Total Assets $ 3,930,537 $ — $ 2,168,731 $ 2,281,816 $ (4,064,938 ) $ 4,316,146 Total current liabilities $ — $ — $ 18,411 $ 367,198 $ — $ 385,609 Amounts due to WFOE s subsidiaries — — 134,401 — (134,401 ) — Total Liabilities — — 152,812 367,198 (134,401 ) 385,609 Total Shareholders Equity 3,930,537 — 2,015,919 1,914,618 (3,930,537 ) 3,930,537 Total Liabilities and Shareholders Equity $ 3,930,537 $ — $ 2,168,731 $ 2,281,816 $ (4,064,938 ) $ 4,316,146 For the Fiscal Year Ended June 30, 2023 Parent Subsidiary WFOE WFOE s subsidiaries Elimination Total Revenues $ — $ — $ 273,652 $ 354,848 $ — $ 628,500 Share of income of subsidiaries $ 237,757 $ — $ — $ — $ (237,757 ) $ — Net income (loss) $ 237,757 $ — $ (20,473 ) $ 258,230 $ (237,757 ) $ 237,757 For the Fiscal Year Ended June 30, 2022 Parent Subsidiary WFOE WFOE s subsidiaries Elimination Total Revenues $— $— $346,663 $1,091,087 $— $1,437,750 Share of income of subsidiaries $1,140,963 $— $— $— $(1,140,963) $— Net income $1,140,963 $— $123,164 $1,017,799 $(1,140,963) $1,140,963 Selected Condensed Consolidated Cash Flows Data For the Fiscal Year Ended June 30, 2023 Parent Subsidiary WFOE WFOE s subsidiaries Elimination Total Net cash provided by operating activities $ — $ — $ 92,867 $ 976,568 $ — $ 1,069,435 Net cash used in investing activities — — (851,596 ) (575,324 ) 805,454 (621,466 ) Net cash provided by financing activities — — 805,454 — (805,454 ) — For the Fiscal Year Ended June 30, 2022 Parent Subsidiary WFOE WFOE s subsidiaries Elimination Total Net cash provided by (used in) operating activities $— $— $60,914 $(66,597) $— $(5,683) Net cash (used in) provided by investing activities — — (65,258) 1,253,986 (1,239,484) (50,756) Net cash provided by financing activities — — — (1,239,484) 1,239,484 — Recent Government Regulations We are subject to certain legal and operational risks associated with being based in China. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations of our subsidiaries, significant depreciation of the value of our ordinary shares, or a complete hindrance of our ability to offer, or continue to offer, our securities to investors. Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China with very short advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. As of the date of this prospectus, none of the Cayman Islands holding company, our subsidiaries have been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction. As confirmed by our PRC counsel, Beijing DOCVIT Law Firm, we are not subject to cybersecurity review with the CAC under the Measures for Cybersecurity Review, since we currently do not have over one million users personal information and do not anticipate that we will be collecting over one million users personal information in the foreseeable future, which we understand might otherwise subject us to the Measures for Cybersecurity Review. Our PRC subsidiaries are required to have, and each has, a business license issued by the PRC State Administration for Market Regulation and its local counterparts. The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of CSRC prior to the listing and trading of such special purpose vehicle s securities on an overseas stock exchange. Substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. Although we believe, based on advice of counsel, that CSRC s approval is not required for the listing and trading of our ordinary shares on Nasdaq in the context of this offering, we cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do. On July 6, 2021, the relevant PRC government authorities made public the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. As these opinions are recently issued, official guidance and related implementation rules have not been issued yet and the interpretation of these opinions remains unclear at this stage. See "Risk Factors – Risks Related to Doing Business in China – The approval of the CSRC may be required in connection with this offering under a regulation adopted in August 2006, as amended, and, if required, we cannot predict whether we will be able to obtain such approval." On December 28, 2021, CAC published the Measures for Cybersecurity Review which became effective on February 15, 2022, which required that any "network platform operator" controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review. We do not believe we are a "network platform operator" as mentioned above; however, the definition of "network platform operator" is unclear and it is also unclear on how it will be interpreted and implemented by the relevant PRC governmental authorities. On February 17, 2023, the CSRC published the Trial Measures, which became effective on March 31, 2023. The Trial Measures lay out the filing regulation arrangement for both direct and indirect overseas listing, and clarify the determination criteria for indirect overseas listing in overseas markets. Among other things, if a domestic enterprise intends to indirectly offer and list securities in an overseas market, the record-filing obligation is with a major operating entity incorporated in China appointed by the issuer and such filing obligation shall be completed within three business days after the overseas listing application is submitted. According to the CSRC Answered Reporter Questions ("CSRC Answers"), starting from March 31, 2023, enterprises that have been listed overseas or satisfy all of the following conditions shall be deemed as "Grandfathered Issuers" and are not required to complete the overseas listing filing with the CSRC immediately, but shall complete filings as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC, including that (i) the application for indirect overseas offering or listing has been approved by the relevant overseas regulatory authority or stock exchange prior to March 31, 2023 (as the SEC does not approve or disapprove of an offering, this requirement is interpreted to be the SEC s declaration of the registration statement to be effective with respect to this offering), (ii) the enterprise is not required to reapply for the approval of the relevant overseas regulatory authority or stock exchange, and (iii) such overseas securities offering or listing has been completed before September 30, 2023. Starting from March 31, 2023, domestic enterprises that have submitted valid applications for overseas offerings and listing but have not obtained the approval from relevant overseas regulatory authority or overseas stock exchange shall complete filings with the CSRC prior to their overseas offering and listings. As advised by our PRC legal counsel, Beijing DOCVIT Law Firm, since our registration statement on the Form F-1 has not been declared effective by the SEC and we have not obtained the Nasdaq approval of this offering prior to March 31, 2023, we are required to comply with the filing requirements under the Trial Measures in connection with this offering. In addition, any future securities offerings and listings outside of mainland China by our Company, including but not limited to follow-on offerings, secondary listings, and going private transactions, will be subject to the filing requirements with the CSRC under the Trial Measures. We have submitted a filing with the CSRC with respect to this offering. As of the date of this prospectus, we have not completed the filing procedures with the CSRC. There can be no assurance that we can complete the filing procedures in a timely manner or at all. Cash Transfers and Dividend Payments Our operations are conducted by our subsidiaries in China. Investment in Chinese companies, which are governed by the Foreign Investment Law, and the dividends and distributions from our subsidiaries are subject to regulations and restrictions on dividends and payment to parties outside of China are subject to restrictions. Applicable PRC law permits payment of dividends to us by our WFOE only out of their net income, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiaries are required to set aside a portion of their net income, if any, each year to fund general reserves for appropriations until such reserves have reached 50% of the relevant entity s registered capital. These reserves are not distributable as cash dividends. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. In addition, registered share capital and capital reserve accounts are also restricted from withdrawal in China, up to the amount of net assets held in each operating subsidiary. In contrast, there is presently no foreign exchange control or restrictions on capital flows into and out of Hong Kong. Hence, our Hong Kong subsidiary is able to transfer cash without any limitation to the Cayman Islands under normal circumstances. As of the date of this prospectus, our subsidiaries have not made any dividends or distributions to their parent company or the Cayman Islands holding company, and no dividends or distributions have been made by the Cayman Islands holding company to its shareholders, including U.S. investors, except that QinHong Technology paid dividends of RMB 4.0 million (approximately $0.6 million) to WFOE in April 2022, and QinHong Management paid dividends of RMB 4.0 million (approximately $0.6 million) to WFOE in June 2022. For the fiscal years ended June 30, 2023 and 2022, there was no cash transferred from the Cayman Islands holding company to its subsidiaries. Cash flow among the subsidiaries primarily consists of transfers for working capital purposes and payment of dividends. During the fiscal year ended June 30, 2023, QinHong Technology and QinHong Management paid dividends of $0.50 million and $0.43 million, respectively, to WFOE. For the fiscal year ended June 30, 2023, WFOE made an interest-free loan of approximately $0.3 million to QinHong Technology and QinHong Technology repaid approximately $0.2 million to WFOE. During the fiscal year ended June 30, 2022, QinHong Technology made an interest-free loan of approximately $0.6 million to WFOE and WFOE repaid $0.6 million to QinHong Technology. During the fiscal year ended June 30, 2022, QinHong Management made an interest-free loan of approximately $1.4 million to WFOE and WFOE repaid $1.4 million to QinHong Management. Our operating subsidiaries generate and retain cash generated from operating activities and re-invest it in their business. In the future, cash proceeds raised from overseas financing activities, including the cash proceeds from this offering, may be transferred by us through our Hong Kong subsidiary to WFOE via capital contribution and shareholder loans, as the case may be. WFOE then will transfer funds to our operating subsidiaries to meet the capital needs of their business operations. The transfer of funds among companies are subject to the Provisions of the Supreme People s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases (2020 Revision, the "Provisions on Private Lending Cases"), which was implemented on August 20, 2020 to regulate the financing activities between natural persons, legal persons and unincorporated organizations. The Provisions on Private Lending Cases set forth that private lending contracts will be upheld as invalid under the circumstance that (i) the lender swindles loans from financial institutions for relending; (ii) the lender relends the funds obtained by means of a loan from another profit-making legal person, raising funds from its employees, illegally taking deposits from the public; (iii) the lender who has not obtained the lending qualification according to the law lends money to any unspecified object of the society for the purpose of making profits; (iv) the lender lends funds to a borrower when the lender knows or should have known that the borrower intended to use the borrowed funds for illegal or criminal purposes; (v) the lending is violations of public orders or good morals; or (vi) the lending is in violations of mandatory provisions of laws or administrative regulations. As advised by our PRC counsel, Beijing DOCVIT Law Firm, the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiary s operations. We have not been notified of any other restriction which could limit our PRC subsidiaries ability to transfer cash between subsidiaries. See "Regulations – Regulations Relating to Private Lending." The PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. Substantially all of the income of our subsidiaries is received in RMB and shortages in foreign currencies may restrict our ability to transfer cash out of China, pay dividends or other payments, or otherwise satisfy our foreign currency denominated obligations, if any. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of the Foreign Exchange ("SAFE") in mainland China as long as certain procedural requirements are met. Approval from appropriate government authorities is required if RMB is converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders. There can be no assurance that the PRC government will not intervene or impose restrictions on our ability to transfer or distribute cash within our organization or to foreign investors, which could result in an inability or prohibition on making transfers or distributions outside of China and may adversely affect our business, financial condition and results of operations. See "Risk Factors – PRC regulation of foreign loans to and foreign direct investment in mainland China entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business" and "Risk Factors – PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital directly into our PRC subsidiaries, limit our PRC subsidiaries ability to increase its registered capital or distribute profits to us, or may otherwise adversely affect us." Relevant PRC laws and regulations permit the PRC companies to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, our PRC subsidiaries can only distribute dividends upon approval of their shareholders after they have met the PRC requirements for appropriation to the statutory reserves. Under PRC laws, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, after making an allocation to the statutory reserve funds from their after-tax profits, our subsidiaries in China may allocate a portion of their after-tax profits based on PRC accounting standards to a discretionary surplus fund at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. As a result of these and other restrictions under the PRC laws and regulations, our PRC subsidiaries are restricted to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances, which restricted portion amounted to $816,390 and $581,151 as of June 30, 2023 and 2022, respectively. Even though the Company currently does not require any such dividends, loans or advances from our PRC subsidiaries for working capital and other funding purposes, the Company may in the future require additional cash resources from its PRC subsidiaries due to changes in business conditions, to fund future acquisitions and developments, or merely declare and pay dividends or distributions to the Company s shareholders. The PRC Enterprise Income Tax Law and its implementing rules provide that dividends paid by a PRC entity to a nonresident enterprise for income tax purposes is subject to PRC withholding tax at a rate of 10%, subject to reduction by an applicable tax treaty with China. Our Hong Kong subsidiary, QinHong Capital Group Limited, may be considered a non-resident enterprise for tax purposes, so any dividends our WFOE pays to our Hong Kong subsidiary, QinHong Capital Group Limited, may be regarded as China sourced income and, as a result, may be subject to PRC withholding tax at a rate of up to 10%. If we are required under the PRC Enterprise Income Tax Law to pay income tax for any dividends we receive from our WOFE, or if our Hong Kong subsidiary, QinHong Capital Group Limited, is determined by PRC government authority as receiving benefits from a reduced income tax rate due to a structure or arrangement that is primarily tax-driven, it would materially and adversely affect the amount of dividends, if any, we may pay to our shareholders. However, pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or SAT Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others, in order to apply the reduced withholding tax rate: (1) it must be a company; (2) it must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (3) it must have directly owned such required percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. According to Announcement of the State Administration of Taxation on Issues relating to "Beneficial Owners" in Tax Treaties, promulgated on February 3, 2018, and current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to be eligible for the 5% lower PRC withholding tax rate. As such a tax resident certificate is issued by the Hong Kong tax authority on a case-by-case basis, there is no assurance that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by our PRC subsidiary to QinHong Capital Group Limited. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. If the PRC tax authorities determine that our Cayman Islands holding company is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises. In addition, non-resident enterprise shareholders may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of our ordinary shares if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders, and any gain realized on the transfer of our ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% which in the case of dividends may be withheld at source. Any such tax may reduce the returns on your investment in our ordinary share s See "Risk Factors – We will rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business." As of the date of this prospectus, we have not made any dividends nor distributions to any U.S. investors. Summary of Risks Affecting Our Company Our business is subject to numerous risks described in the section titled "Risk Factors" and elsewhere in this prospectus. The main

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+II-6 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 Las Vegas, Nevada, on March 17, 2023. EBET, INC. (Registrant) By: /s/ Aaron Speach Aaron Speach President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of EBET, Inc., a Nevada corporation, that is filing a registration statement on Form S-1 with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Aaron Speach and Matthew Lourie their true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to the registration statement , any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as amended, which relates to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all interests and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE /s/ Aaron Speach Chief Executive Officer, President and Director March 17, 2023 Aaron Speach (Principal Executive Officer) /s/ Matthew Lourie Chief Financial Officer March 17, 2023 Matthew Lourie (Principal Financial Officer and Principal Accounting Officer) /s/ Michael Nicklas Director March 17, 2023 Michael Nicklas /s/ Dennis Neilander Director March 17, 2023 Dennis Neilander /s/ Christopher S. Downs Director March 17, 2023 Christopher S. Downs II-7

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+PROSPECTUS SUMMARY The following summary highlights selected information appearing elsewhere in this prospectus and does not contain all of the information that you should consider before making your investment decision. To understand our business and this registration statement fully, you should read this entire prospectus carefully, including the section called "Risk Factors" beginning on page 12, and the financial statements and the related notes beginning on page F-1. When we refer in this prospectus to "SOS," the "Company," "our company," "we," "us" and "our," we mean SOS Hydration Inc., a Nevada corporation. This prospectus contains forward-looking statements and information relating to the Company. See "Cautionary Note Regarding Forward Looking Statements" on page 10. Overview SOS Hydration, Inc. is a high-growth company in the hydration category that provides products with 1/10th of the amount of sugar found in traditional sports drinks. SOS specializes in providing electrolyte-enhanced products to consumers and organizations worldwide. The founders used the base line formula the World Health Organization ("WHO") developed and labeled as an oral rehydration solution. SOS s proprietary formulation improves on the WHO s oral rehydration solution formula by lowering the sugar content, optimizing the added electrolytes for active lifestyles, and including the minerals zinc and magnesium. SOS s products balance low sugar content with high electrolyte concentration to activate the sodium glucose cotransport system which is the body s mechanism for transporting water and electrolytes into its cells. SOS s proprietary formulation is focused on low sugar content and fast electrolyte absorption to combat the debilitating effects of dehydration and SOS s products are hypotonic, meaning that electrolytes can rapidly and efficaciously enter the bloodstream for optimal rehydration results. We offer our products in powder form in five flavors and ready-to-drink bottles in three flavors. Our products are distributed across the U.S. and U.K through a diverse network of major retailers in the food, drug, mass, natural and ecommerce channels. We believe that consumers increasingly select beverage products based on perceived health benefits, natural ingredients and with general wellness in mind, all of which have benefited the SOS brand and resulted in the establishment of the hydration category. The Company seeks to impact social change by educating and addressing the needs of consumers to enable healthier lifestyles. All of our products have less sugar than that of competitive brands, while providing the same or better levels of electrolyte replacement. Consumers can purchase our products through ecommerce channels, including the Company s own websites, and at 9,000 brick-and-mortar retail stores including Walmart, CVS, Kroger (and its subsidiaries), Whole Foods, and other retail locations. Our mission is to be the world s leading hydration company by providing the very best products through a commitment to research, innovation and creating enduring social impact. We seek to do this by inspiring and supporting active lifestyles, health, and well-being worldwide through providing the most effective and highest quality hydration products. Our products reduce fatigue, provide long lasting energy, aid mental acuity and concentration, and boost immunity, as a result of our hypotonic, low-sugar formulation that helps you maximize performance even when indulging in dehydrating vices. Our mission is founded on the following core principles Helping the World Stay Hydrated: We manufacture fast-acting electrolyte hydration solutions and distribute them through myriad distribution channels, improving the overall health and wellness of the customers and communities we serve. Drastically Reducing Sugar Intake: James Mayo, the Company s Co-Founder and CEO, who formerly served in the military and was a professional track athlete, was pre-diabetic resulting from excess consumption of hydration drinks high in sugar, marketed to combat the effects of dehydration from athletic and military activities. Our CEO s first-hand understanding of the negative effects that excess sugar intake can cause was the genesis of SOS s mission to provide healthy hydration solutions. Sugar consumption, and specifically sugary drink intake, is creating a health crisis through higher incidence of diabetes, obesity, and other life-threatening conditions. The same also goes for zero sugar drinks which tend to use synthetic sweeteners that the body does not recognize as a sugar and cannot break down, leading to the same end-result. Supporting reduction in obesity through active lifestyles and reduced sugar intake: We are committed to educating and encouraging an active lifestyle to reduce obesity. Our products are also competitively priced and distributed through retail channels with a focus on being accessible to as many communities as possible. Focusing on Environmental Sustainability: We are very sensitive to our environmental impact and will continuously iterate our packaging and manufacturing processes to minimize our environmental footprint. We currently sell our ready-to-drink products in a recyclable plastic bottle but are evaluating more sustainable alternatives as production ramps up. In addition, our core powder product offering comes in a small pouch and can be added to reusable water bottles, eliminating the need to use a new bottle when you hydrate. Our box packaging is recyclable, and we intend to continue innovating processes and methods to minimize SOS s environmental impact. Creating a Positive and Inclusive Company Culture: We aim to be a leader in inclusiveness, equity and diversity by instituting progressive hiring and human resources policies. As we grow, we seek to carefully vet prospective candidates to ensure they are just as passionate as the founders and leadership team are about the Company s mission of providing healthy hydration products. 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 which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine. SOS began in retail with a 6-store test in Kroger and is now national with Walmart and CVS. We benefit from sustained shifts across the liquid refreshment beverage market, as consumers move from sugary sports drinks to healthier options. Consumers are becoming more health conscious and focused on reducing sugar in their diets and are increasingly averse to products high in synthetic sugar alternatives. We believe that these shifts represent a significant change in consumer habits around the world. Our low-sugar, health-focused hydration products support positive social impact and SOS is positioned to appeal to a broad range of consumer needs in our current markets and beyond. Consumers can purchase our products in both brick and mortar and ecommerce channels. SOS was initially distributed in select Kroger locations, and we have now expanded to approximately 9,000 retail locations, including approximately 6,900 CVS locations and 2,000 Walmart locations in the U.S. We have expanded our presence online through our webstore and into other ecommerce channels including Amazon, Target.com and Walmart.com. Online sales represented 13% of our revenue for the year ended December 31, 2022. Our presence in high profile bricks and mortar locations has created a platform for SOS product awareness, trial, and engagement with SOS s educational website and webstore purchasing option. Our business is supported by a flexible and efficient supply chain that currently has the capacity to support our continued growth. SOS powder and ready-to-drink beverages are produced and distributed through a third-party contract manufacturer and multiple distribution centers. We have strong, long-standing relationships across our supply chain, creating an expansive supply network with large capacity for continued growth. We have experienced significant sales growth over the past several years, increasing our net revenues from approximately $1,100,000 for the year ended December 31, 2019, to approximately $3,100,000 for the year ended December 31, 2022. We incurred a net loss of $7,531,851 in the year ended December 31, 2022. As a result of our net loss for the year ended December 31, 2022, and our net capital deficiency as of December 31, 2022, our independent auditors issued an audit opinion with respect to our consolidated financial statements for the year ended December 31, 2022, that indicated that there is a substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, if included, these adjustments would likely reflect a substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise if we are unable to fulfill various operational commitments. In addition, the value of our securities, including common stock issued in this offering, would be greatly impaired. Our powder and ready-to-drink accounted for 81.25% and 18.75% of sales, respectively, for the year ended December 31, 2022. We believe there is significant room for growth for both our powder and ready-to-drink offerings in our existing retail markets and we intend to continue to invest in innovation, new product development, supply chain capabilities and marketing initiatives, as we believe the demand for our products will continue to increase globally across both brick and mortar and ecommerce channels. We also believe that our asset light model (see "Our Strengths - Asset Light and Scalable Business Model", below) drives an attractive financial profile with strong gross margins and modest capital expenditures. Industry Overview We believe there is a sustained shift in consumer demand for better-for-you products that is transforming the liquid refreshment beverages market. This market is comprised of a broad set of categories that includes both current and potential SOS offerings: soft drinks, energy drinks, ready-to-drink teas and coffees, mixers, juices, kids beverages, sparkling water, isotonics, hydration drinks and oral rehydration solutions. The global beverages industry is comprised primarily of legacy, multinational category leaders. Consumer mega-trends, including growing concerns about the negative health impacts of sugar, consumers perception of artificial ingredients and the proliferation of sugar alternatives, have allowed for emerging brands with reduced sugar content and natural product formulations to disrupt the industry. The next evolution of electrolyte hydration drinks is a rapidly growing segment of the beverage industry, marketed by a variety of different brands. We believe SOS to be uniquely positioned as a functional beverage drink and leading provider of electrolyte hydration drinks and powders for daily drinking to prevent dehydration and quench thirst in this growing market. Consumer behavior focused on "being healthy" is evolving and so is the need for a functional beverage able to meet the demands of oral electrolyte solution development in a rapidly growing market. Our Strengths Proprietary Formulation for Daily Use We believe we are well positioned within the oral rehydration beverage market to capitalize on growing consumer demands for low sugar, healthy alternatives as compared to competing brands that are high in sugars and artificial ingredients. We believe our brand competes favorably with products across the energy drink, hydration drink and functional water verticals because of consumers positive perception of our healthy and family-focused attributes. SOS s proprietary formulation is focused on low sugar content and fast electrolyte absorption to combat the debilitating effects of dehydration. Powerful, Health-Focused and Family-Friendly Brand The SOS brand revolves around enabling healthier lifestyles by delivering premium hydration products that have consumer-appeal and are enjoyable to drink. We are focused on combatting the excessive use of sugar and synthetic sugar-alternatives in the beverage market and enabling individuals to reap the benefits of proper hydration through our carefully crafted formulation. SOS packaging is designed to "pop" on the shelves with bright and aesthetically appealing colors that are meant to symbolize energy, vitality and growth. The SOS name also stands out next to competitors within retail locations as it delivers a simple but effective message that the product is here to support healthy hydration and effectively fight off the side effects of suboptimal hydration. Furthermore, the simple message of the SOS brand makes it easy for customers to remember and continue finding products on the shelves and on the internet. EXPLANATORY NOTE This registration statement contains two forms of prospectus. One form of prospectus, which we refer to as the initial public offering prospectus, is to be used in connection with an initial public offering of $8,000,000 worth of our common stock (plus an over-allotment option for an additional $1,200,000 worth of common stock). The other form of prospectus, which we refer to as the resale prospectus, is to be used in connection with the potential resale by certain selling stockholders on the Nasdaq Capital Market, including ordinary brokers transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals of an aggregate of 2,656,866 shares of our common stock issued by us, and issuable upon exercise of warrants issued by us, in private placement offerings (it being understood that none of the shares being registered for resale by the selling stockholders on this prospectus may be sold pursuant to this prospectus prior to the effectiveness of this registration statement, and only then in compliance with applicable laws, rules and regulations). The initial public offering prospectus and the resale prospectus will be identical in all respects except for the alternate pages for the resale prospectus included herein which are labeled "Alternate Page for Resale Prospectus." Authenticity is also a root element of the SOS brand. The Company was created as a result of the founder s search for a healthier and more effective hydration product following a career as a military officer and professional track athlete with first-hand experience with the adverse effects of sugary sports drinks. The management team embodies the SOS brand and the values of the Company s target customers, promoting trust in the brand and its ideals. Additionally, the SOS team is committed to producing qualified research and educating consumers about health, hydration and the benefits of a low-sugar lifestyle. Established Retail and Distributor Relationships SOS has established and maintained robust relationships with retailers and distributors that positions its products to grow into additional stores and find its way to an increasing number of locations within each store. SOS is strategically priced to compete with alternatives while also offering attractive margins to the Company and its retailers. We hold a relationship-focused approach with our retail network and aim to collaborate with retailers so we can deliver on terms that are mutually beneficial. Our growing relationship with Walmart, CVS, Kroger and Whole Foods highlights our ability to adhere to the high standards of the nation s largest retailers. We will look to capitalize on the market validation provided by our blue-chip retail clients to further penetrate the retail market and continue growing the Company s presence in stores. Our performance has been supported with increased shelf space and distribution points for SOS products. Asset Light and Scalable Business Model Through the use of third-party contract manufacturing, packaging and logistics, we have the ability to substantially increase revenue in the future without capacity constraints or capital expenditure requirements. This scalable model enables our team to focus on product innovation, marketing execution and other key objectives. Through careful diligence, we have established trusted production partners that allow us to deliver high products to our customers. We call this business model – one that does not rely on investment into manufacturing or sophisticated distribution facilities, but rather relies on third parties for these functions – an "asset light" model. It offers us significant financial flexibility that can be leveraged to allocate our resources effectively for growth. The reduced overhead and fixed-cost structure allow us to position the business for expansion by recruiting top talent focused on sales, marketing, product innovation and ensuring that the Company culture continues to prioritize environmental and social initiatives. The benefits SOS experiences from scale will grow with time as its production partners gain additional efficiencies, lowering cost of goods sold and expanding gross profit margins as sales volume continues to increase. The Company can intensely focus on growing the SOS brand and benefit from efficiencies long-term. SOS balances effective long-term relationship cultivation with its production and logistics partners. Company Culture Dedicated to Diversity, Equity, Inclusion, and Healthy Lifestyles SOS takes pride in being an innovative and mission-driven company. We make our mission clear to those inside and outside the organization and truly believe that our shared mission is embraced by our team members and customers. We seek to promote healthy lifestyles for all individuals. We also promote personal development, diversity, inclusion and equity, striving to make every employee and customer as dedicated to our mission as the founders and management team. It is also of the upmost importance to us that we combat the harmful effects of excessive sugar intake and artificial ingredients. This vision is closely aligned with our objective of enabling individuals to live healthy lifestyles. We believe that our mission and objectives allow us to attract likeminded individuals who are in tune with our company and can help us continuously make a difference in the world. Our employees are our greatest assets and believe they are at SOS to help make a difference. Employees receive competitive compensation packages and above-market benefits. We are motivated to provide training and growth opportunities for our employees along our journey to enabling healthy lifestyles. Growth Strategies Increase Direct-to-Consumer Conversion Our brand platform is built around our mission to provide low-sugar hydration solutions that support healthier lifestyles. Our brand was created to provide a healthier hydration drink than the current offerings which are high in sugar content and slower in absorption. We will continue to expand as consumers become more educated on the harmful effects of sugar. Our products reduce fatigue, provide long lasting energy, aid mental acuity and concentration, and boost immunity, as a result of our hypotonic, low-sugar formulation that helps you maximize performance even when indulging in dehydrating vices. We market SOS Hydration under one brand across multiple categories, including Fast-Hydrating Powders, Ready-To-Drink Hydration and Immunity Beverages, and SOS Kids. We believe our brand has extensive consumer appeal that targets families in need of a one stop healthy daily hydration vitamin and mineral solution. Our focus on healthy hydration has resonated well with consumers and retailers alike, as SOS s products are sold in over 9,000 retail points of sale. The information in this preliminary 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 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 APRIL ___, 2023 SOS HYDRATION INC. 1,600,000 Shares of Common Stock This is an initial public offering of securities of SOS Hydration Inc. We are offering in a firm commitment public offering shares of our common stock in an initial public offering. No public market currently exists for our common stock The estimated initial public offering price per share is between $4.00 and $6.00, and the number of shares offered hereby is based upon an assumed offering price of $5.00 per share, the midpoint of such estimated price range. We have received conditional approval to list our common stock on the Nasdaq Capital Market ("Nasdaq") under the symbol "SOSH", provided that we have satisfied the initial listing requirements of Nasdaq. No assurance can be given that we will meet those requirements. If our common stock is not approved for listing on Nasdaq, we will not consummate this offering. We are an "emerging growth company," as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and, under applicable Securities and Exchange Commission ("SEC") rules, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See "Prospectus Summary – Implications of Being an Emerging Growth Company." Investing in our securities is highly speculative and involves a high degree of risk. See "Risk Factors" beginning on page 12 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to us, before expenses $ $ (1) Does not include warrants that are

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+This summary highlights certain significant aspects of our business and the offering and is a summary of information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before making your investment decision. You should carefully read this entire prospectus, including the information presented under the sections titled Risk Factors, Cautionary Note Regarding Forward-Looking Statements, Management s Discussion and Analysis of Financial Condition and Results of Operations, and the consolidated financial statements and the related notes thereto included elsewhere in this prospectus before making an investment decision. Unless the context indicates otherwise, references in this prospectus to the Company, we, us, our and similar terms prior to the Closing are intended to refer to Founder SPAC, and after the Closing, to Rubicon Technologies, Inc. and its consolidated subsidiaries. Business Summary Overview Founded in 2008, we are a digital marketplace for waste and recycling and provide cloud-based waste and recycling solutions to businesses and governments. As a digital challenger to status quo waste companies, we have developed and commercialized a proven, cutting-edge platform that brings transparency and environmental innovation to the waste and recycling industry, enabling customers and hauling and recycling partners to make data-driven decisions that can lead to more efficient and effective operations and yield more sustainable outcomes. Using proprietary technology in Machine Learning, Artificial Intelligence ( AI ), computer vision, and Industrial Internet of Things ( IoT ), for which we have secured more than 60 U.S. and international patents, we have built an innovative digital platform aimed at modernizing the outdated, approximately $1.6 trillion global waste and recycling industry. Through our suite of cutting-edge solutions, we have driven innovation in the waste and recycling industry, reimagined the customer experience, and empowered a wide range of customers, from small businesses to Fortune 500 companies, to municipal and city agencies, to better optimize their waste handling and recycling programs. The implementation of our solutions enables customers to find economic value in their physical waste streams by improving business processes, reducing costs, and saving energy while helping those customers execute their sustainability goals. We are a leading provider of cloud-based waste and recycling solutions for businesses, governments, and organizations worldwide. Our platform brings new transparency to the waste and recycling industry empowering our customers and hauling and recycling partners to make data-driven decisions that can lead to more efficient and effective operations as well as more sustainable waste outcomes. Our platform primarily serves three constituents waste generator customers, hauling and recycling partners, and municipalities/governments. We believe we have built one of the world s largest digital marketplaces for waste and recycling services. Underpinning this marketplace is a cutting-edge, modular platform that powers a modern, digital experience and delivers data-driven insights and transparency for our customers and hauling and recycling partners. We provide our waste generator customers with a digital marketplace that delivers pricing transparency, self-service capabilities, and a seamless customer experience while helping them achieve their environmental goals. We enhance our hauling and recycling partners economic opportunities by democratizing access to large, national accounts that typically engage suppliers at the corporate level. By providing telematics-based and waste-specific solutions as well as access to group purchasing efficiencies, we help large national accounts optimize their businesses. We help governments provide more advanced waste and recycling services that allow them to serve their local communities more effectively by digitizing their routing and back-office operations and using our computer vision technology to combat recycling material contamination at the source. Over the past decade, this value proposition has allowed us to scale our platform considerably. Our digital marketplace now services over 8,000 waste generator customers, including numerous large, blue-chip customers such as Apple, Dollar General, Starbucks, Walmart, Chipotle, and FedEx, which together are representative of our broader customer base. Our waste generator customers are serviced by our network of over 8,000 hauling and recycling partners across North America. We have also deployed our technology in over 100 municipalities within the United States and operate in 20 countries. Furthermore, we have secured a robust portfolio of intellectual property, having been awarded more than 60 patents and 15 trademarks. 1 Table of Contents Strengths and Competitive Advantages Our business model provides a transparent marketplace that digitizes the waste and recycling sector for private companies and municipalities. We gain, maintain, and grow our customer relationships by providing what we believe are superior solutions that can help waste generators and government entities save money. We believe we have expertise and competitive advantages that will allow us to continue to maintain and grow our market share. Cloud-Based Model Reduces Costs and Benefits from the Network Effect Our business model is highly scalable because of its digital, cloud-based nature; it does not depend on owning any physical infrastructure such as trucks or waste facilities. Without any physical infrastructure and the working capital requirements inherent in those operations, we can efficiently and effectively deploy our platform around the world without the capital investment or the exposure that comes along with owning and operating this infrastructure. Our platform also benefits from significant network effects. As more waste generator customers join our platform, increased waste and recycling volumes improve our ability to negotiate with haulers and recyclers. Increased waste and recycling volumes also create efficiencies within haulers and recyclers routes and operations, because the marginal cost of servicing additional locations within an existing route is comparatively low, which can improve service and pricing for our customers. Additionally, as the network expands, the amount of data we collect increases, allowing us to learn and further improve our solutions, benefiting all network participants. As our pricing improves with haulers and recyclers and as our expanding data asset improves its ability to deliver new circular solutions, our overall value proposition improves for our waste generator customers. Business Model and Customer Interests are Aligned Benefiting Us and Providing Greater Value to Customers Our platform provides service and cost transparency to both our customers and partners along with automated business processes, allowing them to make informed decisions based on their priorities, whether it s business growth, cost savings, or environmental outcomes. Our incentives are aligned with our customers, both economically and environmentally. Landfill owners and operators often generate revenues through collection volumes and tipping fees, so they are incentivized to collect bins more frequently than necessary even when they are not full. Because we do not own landfills, we are not motivated by maximizing volumes and / or tipping fees. Therefore, we can work with our customers to optimize service levels for their business needs. In practice, we advise our waste generator customers on the implementation of new source separated recycling programs and educate store-level employees on how to safely and efficiently manage such program implementation and execution. Additionally, we will work upstream with our customers to design and effect reverse supply chain programs to aggregate valuable waste stream materials at central locations, or even to design programs that create internalized, circular solutions or reduce waste at the source. Further, using our proprietary computer vision-based technology and our team of subject matter experts to examine the contents of a waste stream, we can assess the material composition of the waste stream. This information provides multiple benefits, including providing more detailed information about the contents and allowing customers to identify opportunities to divert certain materials from landfills. Using this information, we and our customers can generate better environmental outcomes, and, to the extent we can sell the materials to recycling and processing facilities, we can also create significant economic benefits. For RUBICONPro, RUBICONPremier, and RUBICONSmartCity, our SaaS offerings, the core of services is about maximizing the use of scarce resources. We do this by optimizing routes and full fleet operations, by providing data for preventative vehicle maintenance, and by focusing on improving driver safety and behavior, which can improve outcomes for all constituents: drivers, supervisors, governments officials, and residents. 2 Table of Contents Superior Technology Our user-friendly platform is vertically integrated and gives us control of all critical operations and transaction elements, which facilitates a fast, simple, and consistent user experience. We believe our ground-breaking technology is what the industry has needed for many years. Our technology can affect all parties within the waste and recycling ecosystem: We service waste generators needs through our network of haulers and recyclers and with vendor management, compliance, invoicing, payments, and receipts managed on our digital platform. We service requests through our proprietary customer portal RUBICONConnect or directly from waste generators via FMS / OMS system integrations, with real-time confirmation of service. We equip haulers and recyclers with technology to detect location, load, and capacity. Haulers and recyclers digitally receive dispatched orders to be configured into their existing routes. Municipal fleets are equipped with telematics and AI cameras to collect data for asset optimization. The resultant operational efficiencies can drive taxpayer savings, turning a garbage truck into a roaming data center that can deliver critical infrastructure assessments for governments all while performing its primary functions. Our technology also helps implement advanced recycling programs, coordinating multiple vendors, directing the waste feedstock to specific processing facilities, and tracking end-destinations for traceability. We enable data-driven waste management for all our partners, and integrated landfill operators process volumes contracted to us. Depth & Quality of Hauling & Recycling Network Benefits All Constituent Parties We work with a network of more than 8,000 hauling and recycling partners. The scale of our network means we have access to vastly more hauling and recycling options through our digital platform. Our ability to access this extensive network benefits our customers and enables us to mitigate business risks for our customers associated with sole sourcing, including labor shortages, cost offsets (overages, contamination, etc.), and unaccommodating supplier scheduling. The stickiness of the supplier side of our marketplace is ensured by the valuable services we provide them. Foremost is that we offer our hauling and recycling partners new business opportunities to service our waste generator customers. Given that many of our customers have a national or even global presence, often the only way a local supplier can get access to these important locations is through us. We also offer our hauling and recycling partners a digital platform that is simple and efficient and can help them improve their routing, fleet operations, and driver behavior. Lastly, we offer the benefits of scale to even the smallest hauler/recycler through a buying consortium where haulers and recyclers can save money on items critical to their businesses (fuel, parts, tires, insurance, etc.). We have not yet monetized this buying consortium but have plans to do so in the near term. Number of Blue-chip Customers Creating Barrier to Entry Our platform has been validated by a diverse group of over 8,000 customers in businesses and governments, most of which are under long-term contracts. Our typical customer agreement has a term of 3 years, providing confidence in and visibility towards future revenue streams. Our large and national accounts have also attracted many haulers and recyclers to the platform. Some of our blue-chip customers include Apple, Starbucks, Walmart, Dollar General, Chipotle, and FedEx. 3 Table of Contents Our Growth Strategies The foundation of our business is our digital marketplace platform where it seamlessly transacts with our customers and hauling and recycling partners. The majority of our revenue is generated via this digital marketplace, which allows us to capture additional revenue streams through solutions designed to modernize hauling and recycling operations. We believe we have multiple proven avenues for future growth, including through increasing our geographic reach and the depth of our customer, hauling, and recycling networks in those markets. Organic Customer Growth Through New Customer and Contract Wins Based on the Strengths of our Solutions We have built a first-class sales and marketing organization that has helped build our base of more than 8,000 customers. We combine cutting-edge and sorely needed technology solutions with deep subject matter expertise in a mission-critical sector. Our products are designed to save customers money, provide for a more transparent and seamless customer experience, and help customers achieve positive environmental outcomes. This differentiated proposition creates a strong product-market fit within an industry that is ripe for change. Additionally, we are uniquely capable of providing a one-stop-shop solution for all the waste generator customers waste and recycling needs. We offer a tiered solution, beginning with simply auditing and administering an incumbent hauler s existing program for waste generators, through to the creation and provisioning of a full zero-waste program. Organic customer growth is expected to continue to be a core driver of growth for us for the foreseeable future as a result of these and other strengths. Growing Revenues with Existing Customers We have proven our ability to expand our customer relationships. This is achieved both by expanding our geographic penetration across a customer s footprint over time as well as by working collaboratively with our customers to identify incremental services that can be offered to further enhance their waste and recycling programs. Our waste generator account managers are empowered and incentivized to expand our existing customer relationships. Adding More Service Capabilities We have demonstrated our ability to expand our capabilities in the past. We have expanded our waste marketplace service capabilities to over 150 material types and multiple fleet types, and even beyond waste and recycling. We intend to continue to add service capabilities and invest in product development and have the platform, vision, and data to fuel growth. From a customer perspective, we currently service national and small and medium size business ( SMB ) waste generator accounts, predominately within the U.S. market. Through our SaaS-based offerings, we have already expanded our footprint internationally and expect to continue this expansion first by leading with technology, then by building out digital marketplace offerings in these markets. As our business expands in its breadth and depth, we will continue to refine how we monetize our products and relationships. Today we earn money from licensing our technology, from waste and recycling services within our digital marketplace, and by participating in recyclable commodity sales transactions. By servicing all the constituents within the waste and recycling ecosystem, we have gathered valuable datasets that we have begun and will continue to offer on their own as data subscriptions. Further, we expect to be a larger player in establishing recycling and recyclable commodity marketplaces. International Expansion within Existing Markets and into New Markets We believe we are a global innovator in the waste and recycling industry and have successfully deployed our solutions in 20 countries though we currently generate the vast majority of our revenue within the United States. We intend to continue selling our solutions globally. Strategic Acquisitions We intend to grow by acquiring other businesses and the customers they serve. We have proven our ability to identify and execute on attractive acquisition targets. We have acquired and successfully integrated multiple businesses and have established a repeatable process for identifying and integrating complementary companies. Furthermore, we have spent considerable efforts building relationships across the industry, helping to build a large pipeline of additional acquisition opportunities. 4 Table of Contents Organizational Structure The diagram below depicts a simplified version of our equity ownership and organizational structure immediately following the Business Combination, assuming no Warrant exercises and not accounting for (1) any issuances of shares of Class A Common Stock pursuant to the deferred fee arrangements entered into in connection with the Business Combination (the Deferred Fee Arrangements ) which includes (i) 443,341 shares of Class A Common Stock (the Cowen Deferred Fee Shares ) issued to Cowen Investments II LLC ( Cowen ) in satisfaction of outstanding amounts owed to Cowen and Company, LLC for financial advisory services provided in connection with the Business Combination, comprised of (a) 440,529 shares of Class A Common Stock issued to Cowen on November 18, 2022 and (b) 2,812 shares of Class A Common Stock issued to Cowen on December 6, 2022 (the Cowen Deferred Fee Arrangement ), (ii) 4,373,210 shares of Class A Common Stock (the Moelis Deferred Fee Shares ) issued to Moelis & Company Group LP ( Moelis ) on December 13, 2022 in satisfaction of outstanding amounts owed to Moelis & Company LLC for financial advisory services provided in connection with the Business Combination (the Moelis Deferred Fee Arrangement ), (iii) 2,485,604 shares of Class A Common Stock (the Cohen Deferred Fee Shares ) issued to J.V.B. Financial Group, LLC ( Cohen ) on December 19, 2022 in satisfaction of outstanding amounts owed to Cohen for financial advisory services provided in connection with the Business Combination (the Cohen Deferred Fee Arrangement ), and (iv) 3,877,750 Jefferies Deferred Fee Shares issued to Jefferies in satisfaction of the post-closing deferred fee obligation owed to Jefferies pursuant to the Underwriting Agreement, dated as of October 14, 2021 (as amended on August 15, 2022) by and between Rubicon (f/k/a Founder SPAC) and Jefferies LLC; (2) any issuances of shares of Class A Common Stock pursuant to the Insider Convertible Debentures; (3) any issuances of shares of Class A Common Stock to the Yorkville Investor pursuant to the YA Convertible Debentures or YA Warrant; (4) any issuances of shares of Class A Common Stock pursuant to the RBT-1 Convertible Debenture and RBT-2 Convertible Debenture, each as amended; (5) any issuance of shares of Class A Common Stock pursuant to the Chico PIPE Agreements; (6) any issuance of shares of Class A Common Stock pursuant to the May 2023 Equity Agreements; (7) any issuance of shares of Class A Common Stock pursuant to the Mizzan Warrants and Star Strong Warrants; or (8) any issuance of shares of Class A Common Stock pursuant to the Loan Conversion Agreement. For more information regarding the Business Combination, see Introductory Note Regarding the Business Combination and Certain Other Transactions. Percentages set forth below reflect the voting power and implied ownership interest in Rubicon, but do not give effect to the exercise of Warrants or exchange of any Class B Units. 5 Table of Contents Summary of Risk Factors An investment in our securities involves risks and uncertainties. You should carefully consider the following risks as well as the other information included in this prospectus, including Cautionary Note Regarding Forward-Looking Statements, Management s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and the related notes thereto included elsewhere in this prospectus, before investing in our securities. See Risk Factors for a more detailed discussion of the risk factors listed below. Risk Related to Our Business and Industry We have a history of net losses and project net losses in future periods. We may not appropriately manage our expenses, nor achieve nor maintain profitability in the future. We may be unable to manage our growth effectively. The waste and recycling industry is highly competitive, and if we cannot successfully compete in the marketplace, our business, financial condition and operating results may be materially adversely affected. Our sales cycles can be long and unpredictable, and our sales efforts require considerable investment of time and expense. If our sales cycle lengthens or we invest substantial resources pursuing unsuccessful sales opportunities, our operating results and growth would be harmed. Our customers and the third parties with whom we contract, including waste haulers, are participants in the waste and recycling industry and are therefore subject to a number of unique risks specific to this industry, which directly or indirectly subjects our business to many of the same risks to which their respective operations are subject. Demand for our solutions is subject to volatility in our accounts and our haulers underlying businesses. Demand for our solutions can be affected by changes in recyclable commodity prices and quantities. Risks Related to Ownership of Our Securities Certain existing shareholders purchased securities in Rubicon at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in Rubicon may not experience a similar rate of return. Substantial future sales of shares of Class A Common Stock could cause the market price of our shares of Class A Common stock to decline. The issuances of additional shares of Class A Common Stock under certain of our contracts and arrangements may result in dilution of holders of Class A Common Stock and have a negative impact on the market price of the Class A Common Stock. A significant portion of the total outstanding shares of Class A Common Stock (or shares of Class A Common Stock that may be issued in the future pursuant to an exchange or redemption of Class B Units) are subject to lock-up restrictions, but may be sold into the market in the near future. This could cause the market price of our securities to drop significantly. 6 Table of Contents The Public Warrants may never be in the money and they may expire worthless, and the terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least a majority of the then-outstanding Public Warrants approve of such amendment. There can be no assurance that the Class A Common Stock and Public Warrants will continue to be listed on NYSE and that we will continue to comply with the continued listing standards of NYSE. The market price and trading volume of Class A Common Stock may be volatile and could decline significantly following the Business Combination. Rubicon may be subject to securities litigation, which is expensive and could divert management attention. Risks Related to Operating as a Public Company, the Up-C Structure and the Tax Receivable Agreement Our management does not have prior experience in operating a public company. Rubicon will depend on distributions from Holdings LLC to pay any taxes and other expenses, including payments under the Tax Receivable Agreement. Rubicon is required to pay to the TRA Holders most of the tax benefits Rubicon receives from tax basis step-ups (and certain other tax benefits) attributable to its acquisition of Legacy Rubicon Units (as defined below) in connection with the Business Combination and in the future, and the amount of those payments is expected to be substantial. In certain circumstances, Holdings LLC will be required to make distributions to us and the continuing members of Holdings LLC, and the distributions that Holdings LLC will be required to make may be substantial. Risks Related to our Indebtedness Our current liquidity, including negative cash flows and a lack of existing financial resources, raises substantial doubt about our ability to continue as a going concern, which may materially and adversely affect our business, financial condition, results of operations and prospects. 7 Table of Contents Corporate Information We were incorporated on April 26, 2021 as a Cayman Islands exempted company, and on August 15, 2022, in connection with the Domestication and the Business Combination, became a Delaware corporation and changed our name to Rubicon Technologies, Inc. See Introductory Note Regarding the Business Combination and Certain Other Transactions. Our principal executive office is located at 335 Madison Avenue, 4th Floor New York, NY 10017, and our telephone number is (844) 479-1507. Our website address is www.rubicon.com. The information contained in or accessible from our website does not constitute part of and is not incorporated into this prospectus or the registration statement of which it forms a part, and you should not consider it part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. 8 Table of Contents

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+II-4 POWER OF ATTORNEY We, the undersigned officers and directors of Squarex Pharmaceutical Corporation, hereby severally constitute and appoint Hugh McTavish, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and his agent(s) or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Position Date /s/ Hugh McTavish Chief Executive Officer April 4, 2023 Hugh McTavish and Director (Principal Executive Officer) /s/ Constantine Kardaras Chief Financial Officer April 4, 2023 Constantine Kardaras (Principal Financial and Accounting Officer) /s/ Wayne I. Danson Director April 4, 2023 Wayne I. Danson /s/ Michael Myers Director April 4, 2023 Michael Myers Director Arkadiusz Dudek /s/ Mark W. Schwartz Director April 4, 2023 Mark Schwartz II-5

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+PROSPECTUS SUMMARY This is only a summary of the Prospectus and, while it contains material information about the Trust and its Shares, it does not contain or summarize all of the information about the Trust and the Shares contained in the Prospectus that is material and/or that may be important to you. You should read this entire Prospectus before making an investment decision about the Shares. For a glossary of defined terms, see Appendix A. Overview of the Trust The Global X Bitcoin Trust (the "Trust") is an exchange-traded fund that issues common shares of beneficial interest (the "Shares") that trade on the Cboe BZX Exchange, Inc. (the "Exchange") under the ticker symbol [" "]. The Trust s investment objective is to reflect the performance of bitcoin less the Trust s expenses and other liabilities. In seeking to achieve its investment objective, the Trust will hold bitcoin. The Trust will value its Shares daily based on the value of bitcoin as reflected by the CoinDesk Bitcoin Price Index (XBX) (the "Index"), a real-time, U.S. dollar equivalent spot rate for bitcoin. The Index leverages real-time prices from multiple constituent exchanges to provide a representative spot price. Each constituent exchange is weighted proportionally to its trailing 24-hour liquidity with adjustments for price variance and inactivity. Given the potential for anomalies or manipulation at individual exchanges, constituent weights may dynamically adjust using CoinDesk Indices proprietary Constituent Weighting Adjustment Algorithm (CWAA). The algorithm is designed to calculate a real-time index that is an accurate and reliable reflection of the market price of each digital asset, using multi-sourced spot prices and dynamically reduce the weights of individual exchanges with lower liquidity, inactivity, and higher price variance. The Index is administered in alignment with the IOSCO Principles for Financial Benchmarks. The Index price is calculated using methodology not consistent with U.S. generally accepted accounting principles ("GAAP") and is not used in the Trust s financial statements. Global X Digital Assets, LLC is the sponsor of the Trust, Delaware Trust Company (the "Trustee") is the trustee of the Trust, and Coinbase Custody Trust Company, LLC (the "Bitcoin Custodian") will hold all of the Trust s bitcoin on the Trust s behalf as custodian. The Sponsor is affiliated with both Global X Management Company, LLC ("Global X") and Mirae Asset Global Investments Co., Ltd. ("Mirae"). The Trust will process all creations and redemptions of Shares in transactions with financial firms that are authorized to do so (known as "Authorized Participants"). When the Trust issues or redeems its Shares, it will do so only in "in-kind" transactions in blocks of [ ] Shares (a "Basket") based on the quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid Sponsor fees and any accrued but unpaid extraordinary expenses or liabilities). When purchasing Baskets, Authorized Participants or their agents will deliver bitcoin to the Trust s account with the Bitcoin Custodian in exchange for Baskets. When redeeming Baskets, Authorized Participants or their agents will receive bitcoin from the Trust through the Bitcoin Custodian. The Trust will not purchase or, barring a liquidation or extraordinary circumstances described herein, sell bitcoin directly. The initial Authorized Participant is [ ]. To support the ability of Authorized Participants to provide liquidity at prices that reflect the value of the Trust s assets and to facilitate orderly transactions in the Shares, the Trust will ordinarily process redemptions of Baskets on the next day when the Exchange is open for regular trading (a "Business Day") following receipt of a redemption request by an Authorized Participant. Baskets are expected to be created when there is sufficient demand for Shares, including when the market price per Share is at a premium to the net asset value ("NAV") of the Shares of the Trust. Authorized Participants are expected to sell such Shares to the public at prices that reflect, among other factors, the value of the Trust s assets, supply of and demand for Shares, and market conditions at the time of a transaction. Similarly, Baskets are expected to be redeemed when the market price per Share is at a discount to the NAV. Investors seeking to purchase or sell Shares on any day are expected to transact in the secondary market, on the Exchange or other national securities exchanges, at the market price per Share, rather than through the creation or redemption of Baskets. The Sponsor believes that the design of the Trust will enable investors to effectively and efficiently implement strategic and tactical asset allocation strategies that use bitcoin by investing in the Shares rather than directly in bitcoin. The Trust s Expenses The Trust will pay the Sponsor a unified fee of [ ]% per annum (the "Sponsor Fee") as compensation for services performed under the Trust Agreement (as defined herein). The Trust s only ordinary recurring expense is the Sponsor Fee. The Sponsor Fee will be accrued daily and paid monthly on the first Business Day of the month in kind in bitcoin, and will be calculated by the Administrator based on the quantity of bitcoin held by the Trust. Because the Sponsor Fee is paid in bitcoin and calculated by reference to the quantity of bitcoin held by the Trust, the expenses of the Trust as a percentage of its assets will generally not be affected by fluctuations in the value of bitcoin. Except as noted below, the Sponsor has agreed to pay all of the Trust s ordinary expenses out of the Sponsor s unified fee, including, but not limited to, the Trustee s fees, the fees of The Bank of New York Mellon (the "Administrator" and the "Transfer Agent"), the fees of the Bitcoin Custodian, the fees of [ ] (the "Marketing Agent"), Exchange listing fees, Securities and Exchange Commission ("SEC") registration fees, printing and mailing costs, legal costs, and audit fees. The Sponsor also paid the costs of the Trust s organization. The Trust may incur certain extraordinary expenses that are not contractually assumed by the Sponsor. These include, but are not limited to, litigation and indemnification expenses, judgments, transactional expenses, taxes, and other expenses not incurred in the ordinary course of the Trust s business. In such extraordinary circumstances, the Trust may sell bitcoin to pay such expenses. When the Trust sells bitcoin to pay such extraordinary expenses, the Trust will generally attempt to do so in an amount that minimizes the Trust s holdings of cash or other assets other than bitcoin. The Trust s Legal Structure The Trust is a Delaware statutory trust, formed on July 13, 2021, pursuant to the Delaware Statutory Trust Act ("DSTA"). The Trust continuously issues common shares representing fractional undivided beneficial interest in and ownership of the Trust that may be purchased and sold on the Exchange. The Trust operates pursuant to its Declaration of Trust and Trust Agreement, dated as of July 12, 2021, which is expected to be amended and restated prior to commencement of operations of the Trust (the "Trust Agreement"). Delaware Trust Company, a Delaware trust company, is the Trustee. The Trust is managed and controlled by the Sponsor. The Trust s Service Providers The Sponsor Global X Digital Assets, LLC is the Sponsor of the Trust. The Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering, the listing of Shares on the Exchange, and valuing the bitcoin held by the Trust. The Sponsor is a limited liability company formed in the state of Delaware on July 9, 2021, and is affiliated with both Global X and Mirae. Global X, Mirae, and their affiliates, including the Sponsor, provide global asset management solutions. The Sponsor is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is not required to register thereunder. The Trustee Delaware Trust Company, a Delaware trust company, acts as the Trustee of the Trust as required to create a Delaware statutory trust in accordance with the Trust Agreement and the DSTA. The Administrator The Bank of New York Mellon serves as the Trust s administrator (the "Administrator"). The Administrator s principal address is 240 Greenwich Street, New York, New York 10286. Under the Fund Administration and Accounting Agreement, the Administrator provides necessary administrative, tax and accounting services, and financial reporting for the maintenance and operations of the Trust, including valuing the Trust s bitcoin and calculating the NAV and NAV per Share, and supplying pricing information to the Sponsor for the Trust s website. In addition, the Administrator makes available the office space, equipment, personnel, and facilities required to provide such services. The Transfer Agent The Bank of New York Mellon also serves as the Transfer Agent for the Trust. The Transfer Agent is responsible for (1) issuing and redeeming Shares, (2) responding to correspondence by holders of the Shares ("Shareholders") and others relating to its duties, (3) maintaining Shareholder accounts, and (4) making periodic reports to the Trust. The Bitcoin Custodian Coinbase Custody Trust Company, LLC serves as the Trust s Bitcoin Custodian and is a fiduciary under 100 of the New York Banking Law. Under the custodian agreement with the Bitcoin Custodian (the "Custodian Agreement"), the Bitcoin Custodian is responsible for (1) safekeeping all of the bitcoin owned by the Trust, (2) opening an account that holds the Trust s bitcoin, and (3) facilitating the transfer of bitcoin required for the operation of the Trust, as directed by the Sponsor. The Bitcoin Custodian is chartered as a limited purpose trust company by the New York State Department of Financial Services ("NYDFS") and is authorized by the NYDFS to provide digital asset custody services. The Bitcoin Custodian is subject to extensive regulation and has among the longest track records in the industry of providing custodial services for digital asset private keys. The Trust s assets with the Bitcoin Custodian are held in segregated accounts on the bitcoin blockchain, commonly referred to as "wallets," and therefore are not commingled with corporate or other customer assets. After diligent investigation, the Sponsor believes that the Bitcoin Custodian s policies, procedures, and controls for safekeeping, exclusively possessing, and controlling the Trust s bitcoin holdings are consistent with industry best practices to protect against theft, loss, and unauthorized and accidental use of the private keys. Although the Bitcoin Custodian carries insurance, the Bitcoin Custodian s insurance does not cover any loss in value to bitcoin and only covers losses caused by certain events such as fraud or theft and, in such covered events, it is unlikely the insurance would cover the full amount of any losses incurred by the Trust. Authorized Participants Only Authorized Participants may purchase or redeem Baskets from the Trust. When purchasing Baskets, Authorized Participants or their agents will deliver bitcoin to the Trust s account with the Bitcoin Custodian in exchange for Baskets. When redeeming Baskets, Authorized Participants or their agents will receive bitcoin from the Trust through the Bitcoin Custodian. Authorized Participants are expected to sell Shares to the public at prices that reflect, among other factors, the value of the Trust s assets, supply of and demand for Shares, and market conditions at the time of a transaction. The initial Authorized Participant is [ ]. The Marketing Agent [ ] serves as the Trust s Marketing Agent. The Marketing Agent is responsible for reviewing and approving the marketing materials prepared by the Sponsor for compliance with applicable SEC and Financial Industry Regulatory Authority advertising laws, rules, and regulations. Custody of the Trust s Assets The Trust s Bitcoin Custodian will keep custody of the Trust s bitcoin. The Bitcoin Custodian provides insured safekeeping of digital assets using a multi-layer, multi-party cold storage security platform designed to provide offline security of the digital assets held by the Bitcoin Custodian. The Bitcoin Custodian has insurance coverage as a subsidiary under its parent company, Coinbase Global, Inc., which procures fidelity (crime) insurance to protect the organization from risks such as theft of funds in hot or cold storage. The insurance program is provided by a syndicate of industry-leading insurers. The Bitcoin Custodian is not FDIC-insured. Bitcoin may be held across multiple wallets, any of which will feature the following safety and security measures to be implemented by the Bitcoin Custodian: Cold Storage: Cold storage in the context of bitcoin means keeping the reserve of bitcoin offline, which is a widely-used security precaution, especially when dealing with a large amount of bitcoin. Bitcoin held under custodianship with the Bitcoin Custodian will be kept in high-security, offline, multi-layer cold storage vaults. This means that the private keys, the cryptographic component that allows a user to access bitcoin, are stored offline on hardware that has never been connected to the internet. Storing the private key offline minimizes the risk of the bitcoin being stolen. Multiple Private Keys: All private keys are securely stored using multiple layers of high-quality encryption and in Bitcoin Custodian-owned offline hardware vaults in secure environments. No customers or third parties are given access to the Bitcoin Custodian s private keys. The use of multiple private keys makes retrieving bitcoin from the wallet more difficult, and aims to further reduce the risk of hacking theft and/or robbery. Whitelisting: Transactions are only sent to vetted, known addresses. The Bitcoin Custodian s platform supports pre-approval and test transactions. Audit Trails: Audit trails exist for all movement of bitcoin within Bitcoin Custodian-controlled bitcoin wallets, and are audited annually for accuracy and completeness by an independent external audit firm. In addition to the above measures, in accordance with the Custodian Agreement, bitcoin held in custody with the Bitcoin Custodian will be segregated from both the proprietary property of the Bitcoin Custodian and the assets of any other customer in accounts that clearly identify the Trust as the owner of the accounts. Therefore, in the event of an insolvency of the Bitcoin Custodian, assets held in the segregated accounts would not become property of the Bitcoin Custodian s estate and would not be available to satisfy claims of creditors of the Bitcoin Custodian. The Bitcoin Custodian maintains an Internal Audit team that performs periodic internal audits over custody operations. Systems and Organizational Control ("SOC") attestations are also performed on the Bitcoin Custodian s services. The SOC 1 Type 2 and SOC 2 Type 2 reports produced cover private key management controls. The Trust s Transfer Agent will facilitate the settlement of Shares in response to the placement of creation orders and redemption orders from Authorized Participants. The Trust generally does not intend to hold cash or cash equivalents. However, there may be situations where the Trust will hold cash on a temporary basis. The Trust has entered into a cash custody agreement with [ ] under which [ ] acts as custodian of the Trust s cash and cash equivalents. Net Asset Value Determinations The NAV of the Trust is used by the Trust in its day-to-day operations to measure the net value of the Trust s assets. The NAV is calculated on each business day and is equal to the aggregate value of the Trust s assets less its liabilities based on the Index price. In determining the NAV of the Trust on any business day, the Administrator will calculate the price of the bitcoin held by the Trust as of 4:00 p.m. ET on such day. The Administrator will also calculate the "NAV per Share" of the Trust, which equals the NAV of the Trust divided by the number of outstanding Shares. For purposes of making these calculations, a business day means any day other than a day when Cboe BZX Exchange is closed for regular trading. The Index is a real-time, USD-equivalent spot rate for bitcoin. The Index leverages real-time prices from multiple constituent exchanges to provide a representative spot price. Each constituent exchange is weighted proportionally to its trailing 24-hour liquidity with adjustments for price variance and inactivity. Given the potential for anomalies or manipulation at individual exchanges, constituent weights may dynamically adjust using CoinDesk Indices proprietary Constituent Weighting Adjustment Algorithm (CWAA). The algorithm is designed to calculate a real-time index that is an accurate and reliable reflection of the market price of each digital asset, using multi-sourced spot prices and dynamically reduces the weights of individual exchanges with lower liquidity, inactivity, and higher price variance. The Index is administered in alignment with the IOSCO Principles for Financial Benchmarks. The Administrator will rely on the Index as the index price to be used when determining NAV. However, determining the value of Trust s bitcoin using the Index is not in accordance with GAAP, and therefore is not used in the Trust s financial statements. The Trust s bitcoins are carried, for financial statement purposes, at fair value, as required by GAAP. The Trust determines the fair value of bitcoin based on the price provided by the bitcoin market that the Trust considers its "principal market" as of 4:00 p.m., ET on the valuation date. The net asset value of the Trust determined on a GAAP basis is referred to in this prospectus as a "Principal Market NAV" and the net asset value of the Trust per Share determined on a GAAP basis is referred to as "Principal Market NAV per Share." The Trust also uses the Index to calculate an Intraday Indicative Value ("IIV"). The IIV is intended to to provide updated information relating to the Trust for use by Shareholders and market professionals. It is calculated by using the prior day s closing NAV as a base and updating that value throughout the trading day to reflect changes in the most recently reported price of bitcoin as reported by the Index or another reporting service. The IIV will be disseminated on a per Share basis every 15 seconds during regular Exchange core trading session hours of 9:30 a.m. ET to 4:00 p.m. ET. NAV and NAV per Share are not measures calculated in accordance with GAAP, and are not intended as substitute for Principal Market and Principal Market NAV per Share, respectively. Emerging Growth Company Status The Trust is an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. For as long as the Trust is an emerging growth company, unlike other public companies, it will not be required to, among other things: Provide an auditor s attestation report on management s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; or Comply with any new audit rules adopted by the Public Company Accounting Oversight Board after April 5, 2012, unless the SEC determines otherwise. The Trust will cease to be an "emerging growth company" upon the earliest of (i) it having $1.235 billion or more in annual revenues, (ii) at least $700 million in market value of Shares being held by non-affiliates, (iii) it issuing more than $1.0 billion of non-convertible debt over a three-year period, or (iv) the last day of the fiscal year following the fifth anniversary of its initial public offering. 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. The Trust intends to take advantage of the benefits of the extended transition period. Plan of Distribution The Trust is an exchange-traded fund. Shareholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and may incur customary brokerage commissions and charges, as well as any potential bid-ask spread. Such trades may occur at a premium or discount relative to the NAV per Share of the Trust. When the Trust issues or redeems its Shares, it will do so only in "in-kind" transactions in one or more Baskets. Only Authorized Participants may purchase or redeem Baskets from the Trust. When purchasing Baskets, Authorized Participants or their agents will deliver bitcoin to the Trust s account with the Bitcoin Custodian in exchange for Shares. Authorized Participants are expected to sell such Shares to the public at prices that reflect, among other factors, the value of the Trust s assets, supply of and demand for Shares, and market conditions at the time of a transaction. The initial Authorized Participant is [ ]. Shareholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and will incur customary brokerage commissions and charges. Prior to this offering, there has been no public market for the Shares. The Shares are expected to be listed for trading, subject to notice of issuance, on the Exchange under the ticker symbol [" "]. Federal Income Tax Considerations It is expected that owners of Shares will be treated, for U.S. federal income tax purposes, as if they own a proportionate share of the assets of the Trust, as if they directly receive a proportionate share of any income of the Trust, and as if they incur a proportionate share of the expenses of the Trust. Consequently, each sale of bitcoin by the Trust (which includes, under current Internal Revenue Service guidance, using bitcoin to pay expenses of the Trust, including the Sponsor Fee) would give rise to taxable gain or loss to Shareholders. See "U.S. Federal Income Tax Consequences—Taxation of U.S. Shareholders." Use of Proceeds Proceeds received by the Trust from the issuance of Baskets consist of bitcoin. Such bitcoin is held by the Bitcoin Custodian on behalf of the Trust until (i) delivered in connection with redemptions of Baskets, (ii) transferred to the Sponsor to pay the Sponsor Fee, or (iii) sold by the Bitcoin Custodian at the direction of the Trust to pay for extraordinary expenses and liabilities not assumed by the Sponsor. Bitcoin and the Bitcoin Network Bitcoin is a digital asset the ownership and behavior of which are determined by participants in an online, peer-to-peer network that connects computers that run publicly accessible, or "open source," software that follows the rules and procedures governing the Bitcoin network, commonly referred to as the Bitcoin protocol. The value of bitcoin, like the value of other digital assets, is not backed by any government, corporation or other identified body. Ownership and the ability to transfer or take other actions with respect to bitcoin is protected through public-key cryptography. The supply of bitcoin is constrained or formulated by its protocol instead of being explicitly delegated to an identified body (e.g., a central bank or corporate treasury) to control. Bitcoin and certain other types of digital assets are sometimes referred to as digital currencies or cryptocurrencies. No single entity owns or operates the Bitcoin network, the infrastructure of which is collectively maintained by (1) a decentralized group of participants who run computer software that results in the recording and validation of transactions (commonly referred to as "miners"), (2) developers who propose improvements to the Bitcoin protocol and the software that enforces the protocol, and (3) users who choose what Bitcoin software to run. Bitcoin was released in 2009 and, as a result, there is little data on its long-term investment potential. Bitcoin is not backed by a government-issued legal tender. Bitcoin is "stored" or reflected on a digital transaction ledger commonly known as a "blockchain." A blockchain is a type of shared and continually reconciled database, stored in a decentralized manner on the computers of certain users of the digital asset. A blockchain is a record of every digital asset: the blockchain records every "coin" or "token," balances of digital assets, every transaction, and every address associated with a quantity of a particular digital asset. Bitcoin utilizes the blockchain to record transactions into and out of different addresses, facilitating a determination of how much bitcoin is in each address. Bitcoin is created by "mining." Mining involves miners using a sophisticated computer program to repeatedly solve complex mathematical problems on specialized computer hardware. The mathematical problem involves a computation involving all or some bitcoin transactions that have been proposed by the Bitcoin network s participants. When this problem is solved, the computer creates a "block" consisting of these transactions. As each newly solved block refers back to and "connects" with the immediately prior solved block, the addition of a new block adds to the blockchain in a manner similar to a new link being added to a chain. A miner s proposed block is added to the blockchain once a majority of the nodes on the network confirm the miner s work. A miner that is successful in adding a block to the blockchain is automatically awarded a fixed amount of bitcoin for its efforts plus any transaction fees paid by transferors whose transactions are recorded in the block. This reward system is the means by which new bitcoin enter circulation. This reward system, called proof of work, also ensures that the local copies of the Bitcoin blockchain maintained by participants in the Bitcoin network are kept in consensus with one another. The Bitcoin Market Bitcoin had a total market capitalization of approximately $527 billion as of September 30, 2023. Bitcoin spot trading occurs on venues in the U.S. that are licensed to conduct that business by the NYDFS, other venues in the U.S., and non-U.S. venues. In addition, bitcoin futures and options trading occur on exchanges in the U.S. regulated by the CFTC. The market for trading of CFTC-regulated bitcoin derivatives has developed substantially since the first regulated derivative offerings were launched in December 2017. For the three months ending on September 30th, 2023, CME Bitcoin Futures traded approximately $1.08 billion per day and maintained an average open interest of approximately $1.34 billion per day. The ecosystem has further expanded beyond these contracts with growing volumes seen in both CME s Options on Bitcoin Futures and Micro Bitcoin Futures, which launched in January 2020 and May 2021, respectively. Principal Investment Risks of an Investment in the Trust An investment in the Trust involves a high degree of risk. Any investment made in the Trust may result in a total loss of the investment. There is no assurance that the Trust will generate a profit for investors. Some of the risks you may face are summarized below. A more extensive discussion of these risks appears under