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parsed_sections/prospectus_summary/2024/AEON_aeon_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2024/ALAB_astera_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2024/ALDFW_aldel_prospectus_summary.txt

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+Prospectus Summary — Our Sponsor", "Proposed Business — Sourcing of Potential Business Combination Targets" and "Certain Relationships and Related Party Transactions" for more information. 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 $200,000,000 Underwriting discounts and commissions(1) $0.55 $11,000,000 Proceeds, before expenses, to us $9.45 $189,000,000 (1)$0.175 per unit sold in the offering, or $3,500,000 in the aggregate (or up to $4,025,000 if the overallotment option is exercised in full), is payable upon the closing of this offering. Includes $0.375 per unit, or $7,500,000 (or up to $8,625,000 if the underwriters over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. See also "Underwriting" for a description of compensation and other items of value payable to the underwriters. 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 [ ], 2024. Sole Book Running Manager BTIG , 2024 TABLE OF CONTENTS SUMMARY 1

parsed_sections/prospectus_summary/2024/APGE_apogee_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2024/ASPCR_aspac-iii_prospectus_summary.txt

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+S-1/A 1 tm2420226-10_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on November 5, 2024. Registration No. 333-282428 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 A SPAC III Acquisition Corp. (Exact name of registrant as specified in its charter) British Virgin Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) The Sun s Group Center, 29th Floor, 200 Gloucester Road, Wan Chai Hong Kong Telephone: +852 9258 9728 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 Telephone: +1 (212) 947-7200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Giovanni Caruso Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000 Barry Grossman, Esq. Lijia Sanchez, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 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 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 Acts 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 it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 5, 2024 PRELIMINARY PROSPECTUS $55,000,000 A SPAC III Acquisition Corp. 5,500,000 Units A SPAC III Acquisition Corp. is a blank check company incorporated as a BVI business company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Although there is no restriction or limitation on what industry or geographic region our target operates in, it is our intention to pursue prospective targets that are in the Environmental, Sustainability and Governance (ESG) and material technology sector, which we believe have an optimistic growth trajectory for the coming years. We also intend to focus on prospective target businesses that have potential for revenue growth and/or operating margin expansion with recurring revenue and cash flow, and strong market positions within their industries. We will primarily seek to acquire one or more businesses with a total enterprise value of between $100,000,000 and $600,000,000. At the time of preparing this prospectus, we do not have any specific business combination under consideration or contemplation, and we have not, nor has anyone on our behalf, contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction. Our efforts to date are limited to organizational activities related to this offering. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one of our Class A ordinary shares and one right as described in more detail in this prospectus. Each right entitles the holder thereof to receive one-tenth (1/10) of one Class A ordinary share upon consummation of our initial business combination, so you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of British Virgin Islands law. We have also granted the underwriter a 45-day option to purchase up to 825,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares (up to an aggregate of 15% of the shares sold in this offering, as described in more detail in this prospectus) upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. We will have until 12 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination). The aforementioned extensions do not require shareholder approval. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon two days advance notice prior to the applicable deadline, must deposit into the trust account $550,000, or up to $632,500 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,100,000 (or $ 1,265,000 if the underwriters over-allotment option is exercised in full), or $0.20 per share if we extend for the full six months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial shareholder contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. However, we may hold a shareholder vote at any time to amend our amended and restated memorandum and articles of association, to modify the amount of time we will have to consummate an initial business combination (as well as to modify the substance or timing of our obligation to redeem 100% of our public shares or with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity). Our sponsor, A SPAC III (Holdings) Corp., a British Virgin Islands company, its affiliates and promoters have agreed to purchase an aggregate of 280,000 units (or 288,250 units if the over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $2,800,000 (or $2,882,500 if the over-allotment option is exercised in full). Each private placement unit will be identical to the units sold in this offering, except as described in this prospectus. The private placement units will be sold in a private placement that will close simultaneously with the closing of this offering, including the over-allotment option, as applicable. We refer to these units throughout this prospectus as private placement units. Prior to this offering, our sponsor held directly or indirectly, 1,581,250 Class B ordinary shares, or founder shares (up to 206,250 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised) which were purchased for $25,000. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described adjacent to the caption "Founder shares conversion and anti-dilution" and may result in a material dilution to the equity interests of the Class A ordinary shareholders. Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided that, for so long as any Class B ordinary shares are outstanding, holders of our Class B ordinary shares will have the right to elect all of our directors prior to our initial business combination and holders of our Class A ordinary shares will not be entitled to vote on the election of directors during such time. In addition, if our sponsor makes any working capital loans, up to $1,150,000 of such loans may be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. See the Section entitled "Dilution" of this prospectus for additional information. The amount of compensation that may be received by our sponsor and its affiliates is summarized as follows: Entity/Individual Amount of Compensation to be Received or Securities Issued or to be Issued Consideration Paid or to be Paid A SPAC III (Holdings) Corp. 1,375,000 Class B Ordinary shares(1) $25,000 280,000 Private Placement Units(1) $2,800,000 Up to $350,000 Repayment of loans made to us by our sponsor to cover offering-related and organizational expenses. Up to $1,150,000 in working capital loans may be convertible into private units at a price of $10.00 per unit Working capital loans to finance transaction costs in connection with an intended initial business combination. Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination Services in connection with identifying, investigating and completing an initial business combination. (1) Assumes no exercise of the over-allotment option and the full forfeiture of 206,250 shares that are subject to forfeiture by our initial shareholders depending on the extent to which the underwriters over-allotment option is exercised. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares, private shares and private rights will be worthless, except to the extent they receive liquidating distributions from assets outside the trust account. Additionally, we will repay up to $350,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. We will repay any loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to finance transaction costs in connection with an intended initial business combination; up to $1,150,000 of such loans may be convertible into private units at a price of $10.00 per unit at the option of the lender. We may reimburse our insiders, officers, directors or any of their respective affiliates for out-of-pocket expenses incurred in connection with certain activities on our behalf, such as identifying and investigating possible business targets and completing an initial business combination. There is no limit on the amount of out-of-pocket expenses reimbursable by us provided that, to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. In the event that we reimburse our insiders, officers, directors or any of their affiliates for out-of-pocket expenses prior to the consummation of a business combination or are required to indemnify any of our officers or directors as required by law, we would use funds available to us outside of the trust account for our working capital requirements. Our sponsor, its affiliates, or promoters and members of our management team will directly or indirectly own ordinary shares, or other instruments, such as rights, linked to our private placement units, following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our sponsor, officers or directors, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we, or a committee of independent directors, would obtain an opinion from an independent firm that commonly renders valuation opinions, independent accounting firm or independent investment banking firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. There may be potential material conflicts of interest between the SPAC sponsor, its affiliates, or promoters and the purchasers in this offering. Our sponsor, along with its affiliates, promoters, officers, and directors, currently participate, and may in the future participate, in the formation or sponsorship of other special purpose acquisition companies ("SPACs") similar to ours, or engage in other business or investment ventures during our pursuit of an initial business combination. Despite these activities, our officers and directors will maintain their existing fiduciary duty to us, and we will retain priority over any subsequent SPACs or ventures they may join. For a description of risks associated with compensation and material conflicts of interests of our sponsor, its affiliates, or promoters, see "Summary – Compensation," "Summary – Potential Conflicts," "Summary – The Offering – Founder Shares," "Summary – The Offering – Founder Share Conversion and Anti-Dilution Rights," "Limited Payments to Insiders," "Summary – The Offering – Conflicts of Interest," "Principal Shareholders," "Risk Factors - Risks Relating to our Sponsor, Management and Director Team" on page 62, "Risk Factors - Risks Relating

parsed_sections/prospectus_summary/2024/ASST_strive-inc_prospectus_summary.txt

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2024/AUNA_auna-s-a_prospectus_summary.txt

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+F-1/A 1 d585057df1a.htm F-1/A F-1/A Table of Contents As filed with the Securities and Exchange Commission on March 18, 2024. Registration No. 333-276435 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Auna S.A. (Exact Name of Registrant as Specified in Its Charter) Grand Duchy of Luxembourg 8011 Not Applicable (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 46 A, Avenue JF Kennedy 1855 Luxembourg Grand Duchy of Luxembourg +51 1-205-3500 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (212) 947-7200 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Maurice Blanco Hillary A. Coleman Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Juan G. Gir ldez Adam Brenneman Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment 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 Commission, acting pursuant to such Section 8(a), may determine. Table of Contents TABLE OF CONTENTS Page Presentation of Financial and Other Information ii Forward-Looking Statements vi Summary 1

parsed_sections/prospectus_summary/2024/AVBP_arrivent_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2024/BENFW_beneficien_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2024/BOF_branchout_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2024/CBNA_chain_prospectus_summary.txt

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2024/CDIOW_cardio_prospectus_summary.txt

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Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6770 87-0925574 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 311 West Superior Street, Suite 444 Chicago, IL 60654 Telephone: (855) 226-9991 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) ____________________________ Meeshanthini V. Dogan, Ph.D. Chief Executive Officer Cardio Diagnostics Holdings, Inc. 311 West Superior Street, Suite 444 Chicago, IL 60654 Telephone: (855) 226-9991 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________________ Copies to: P. Rupert Russell, Esq. Shartsis Friese LLP 425 Market Street, 11th Floor San Francisco, CA 94105 (415) 421-6500 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared 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. 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 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 said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. The selling stockholders 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 the selling stockholders are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale of these securities is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 22, 2024 PRELIMINARY PROSPECTUS CARDIO DIAGNOSTICS HOLDINGS, INC. Up to 1,235,939 Shares of Common Stock This prospectus relates to the resale from time to time by the selling stockholders (which term, as used in this prospectus, includes pledgees, donees, transferees or other successors-in-interest) of up to an aggregate of 1,235,939 shares of common stock, $0.00001 par value (the common stock or the shares ), including (i) 561,793 shares sold in the private placement described below and (ii) 674,146 shares issuable upon exercise of common stock purchase warrants also issued in the private placement (the warrants ), 112,353 of which were issued to the placement agent as partial compensation for services rendered. On February 2, 2024, in accordance with executed subscription agreements with seven accredited investors, we closed on the sale of 561,793 units (the units ), each unit consisting of one share of Common stock and one warrant, which warrants are exercisable until February 2, 2030 at an exercise price of $1.78, subject to adjustment for stock splits, reverse stock splits and other similar events of recapitalization. The units were sold to the investors in a private placement at a sale price of $1.78 per unit (the private placement ). We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of the shares. We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the shares. The selling stockholders may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the methods of sale that may be used by the selling stockholders, see the section entitled Plan of Distribution on page 111. For a list of the selling stockholders, see the section entitled Selling Stockholders on page 103. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Our common stock and our publicly-traded warrants (the public warrants ) are listed on The Nasdaq Capital Market under the symbols CDIO and CDIOW, respectively. On November 20, 2024, the closing price of our common stock was $0.2442 and the closing price of our public warrants was $0.0276. You should carefully read this prospectus and any prospectus supplement, together with additional information described under the heading Where You Can Find More Information on page 120 before you invest in any of our securities. The sale of some or all of the shares being offered in this prospectus could have adverse effects on the market for our common stock, including increasing volatility, limiting the availability of an active market and/or resulting in a significant decline in the public trading price. We are an emerging growth company, as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for this prospectus and for future filings. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in Risk Factors beginning of page 6 of this prospectus. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information. 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 [ ], 2024. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS ii MARKET, RANKING AND OTHER INDUSTRY DATA ii TRADEMARKS iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iii PROSPECTUS SUMMARY 1

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+Table of Contents SUMMARY The Guardian MarketPerformTM is an individual single premium deferred registered index-linked annuity contract issued by us that is designed to help you invest your money on a tax-deferred basis for retirement or other long-term financial purposes. The Contract may not be appropriate if you have a short time horizon and intend to take early or frequent withdrawals. The Contract has two phases: the accumulation phase and the payout phase. During the accumulation phase, subject to certain restrictions, you may allocate your Contract Value among the available Investment Strategies, which include a fixed interest option (the Fixed Rate Strategy or FRS ) and one or more investment options whose returns are generally linked to an Index (the Index Protection and Crediting Strategies or IPCS ). If you die before the payout phase, the Contract also provides a death benefit to your designated Beneficiaries at no additional charge. During the payout phase, you may receive a stream of income payments by applying your Contract Value to one of the available annuity payout options. When you annuitize your Contract, you will no longer be able to make withdrawals from the Contract and all of the Contract s other benefits, including the death benefit, will terminate. Important Information You Should Consider About the Contract Key Features Premium Payment The minimum premium payment is $25,000. We require prior approval for a premium payment of less than $25,000 or more than $1,500,000 for ages 75 and younger and $1,000,000 for ages 76 and older at the time of application (which includes the single premium payment under the Contract together with any premium payments under other contracts with the same Owner or Annuitant issued by us). Additional premium payments are not permitted under the Contract. See Appendix A for state variations that may apply. For more information, see Purchasing the Contract. Application Rate Lock We declare new crediting rates (including Cap Rates, Participation Rates, and the FRS interest rate) from time to time. This means that our current effective crediting rates may be higher or lower than the crediting rates that were in effect when you signed your application. When we issue the Contract, we will apply the crediting rates that were in effect on the date you signed your application to your initial allocations, provided the Contract is issued within 45 calendar days of the date you signed it (for applications received with transfer or exchange forms) or within 21 calendar days of the date you signed it (for applications received with only cash premiums). If the Contract is issued in the time frame stated above, we will apply the crediting rates that were in effect on the date you signed your application to your initial allocations regardless of whether our current effective crediting rates have increased or decreased since you signed your application. If the Contract is not issued in the time frame stated above for any reason and our current effective crediting rates are lower than the crediting rates that were in effect on the date you signed your application, we will not issue the Table of Contents Contract unless you confirm that you accept the current effective crediting rates for your initial allocations, even though they are lower than the crediting rates that were in effect on the date you signed your application. If the Contract is not issued in the time frame stated above for any reason and our current effective crediting rates are the same or higher than the crediting rates that were in effect on the date you signed your application, we will issue the Contract and apply the current crediting rates to your initial allocations. All crediting rates are subject to guaranteed minimum rates for the life of the Contract. For more information, see Purchasing the Contract. Investment Strategies You can invest in one or more of the IPCS options and the FRS. Each IPCS provides a return based on the performance, positive, negative or zero, of a reference Index for a specified period of time (a Strategy Term ). Negative returns are subject to a certain level of downside protection called a Protection Strategy that will limit loss on the Term End Date. Positive returns are credited based on a Crediting Strategy that may limit or enhance your returns. An IPCS may also include the Performance Lock feature that allows you to lock in the value of the IPCS before the end of the Strategy Term. The FRS provides a fixed return at a rate that is guaranteed for one year periods. We guarantee that the interest rate for any one-year term will never be lower than 0.15% for the life of your Contract. For more information, see Investment Strategies. IPCS Options We currently offer the following IPCS investment options: Strategy Term Protection Strategy Crediting Strategy Index One-Year -10% Buffer Cap with Par S&P 500 Nasdaq-100 MSCI EAFE SG Smart Climate -20% Buffer Cap with Par S&P 500 Nasdaq-100 MSCI EAFE SG Smart Climate Three-Year -10% Buffer Cap with Par S&P 500 SG Smart Climate -20% Buffer Cap with Par S&P 500 SG Smart Climate Six-Year -10% Buffer Cap with Par S&P 500 SG Smart Climate -20% Buffer Cap with Par S&P 500 SG Smart Climate -30% Buffer Cap with Par S&P 500 SG Smart Climate Table of Contents We reserve the right to: Add or remove IPCS options. Limit the availability of certain IPCS options to new Contract purchases. Not include a Performance Lock feature in the future on certain or any IPCS options. Stop offering or replace a reference Index if it is discontinued, if the Index is substantially changed, if the Index Values become unavailable, if we no longer have a license agreement with the publishers of the Index, or if hedging instruments become difficult to acquire or the cost of hedging becomes excessive. If we replace an Index, we will attempt to select a new Index that has a similar investment objective and risk profile to the original Index. The replacement Index we select may not be satisfactory to you. If we replace an Index during a Strategy Term, the Index Performance used to determine the Strategy Credit Rate on the Term End Date will reflect the change in the Index Value of the original Index from the Term Start Date to the substitution date and the change in the Index Value of the new Index from the substitution date to the Term End Date. For more information, see Discontinuation or Substitution of an Index. Indices We currently offer the following reference Indices: S&P 500 Nasdaq-100 MSCI EAFE SG Smart Climate For more information, see Indices. Strategy Terms We currently offer Strategy Terms of 1 year, 3 years, and 6 years. For more information, see Strategy Terms. Protection Strategies The Protection Strategy is the component of an IPCS that determines the IPCS Credit Rate (which is the Index Performance after the Protection Strategy or Crediting Strategy is applied) that will be applied on the Term End Date if the Index Performance is negative. It provides a level of protection from loss. The Buffer Rate is the maximum negative Index Performance we will protect you from at the end of the Strategy Term. If the Index Performance on the Term End Date is negative, you will be subject to any loss that exceeds the Buffer Rate. This means that if you invest in an IPCS with the highest level of protection (the -30% Buffer), you could experience losses up to 70% at the end of the Strategy Term, depending on the Index Performance. If you invest in an IPCS with the lowest level of protection Table of Contents currently offered (the -10% Buffer), you could experience losses up to 90% at the end of the Strategy Term due to negative Index Performance. The Buffer will only be applied on the Term End Date, and the Buffer Rate is not an annual rate. We currently offer a -10% Buffer, -20% Buffer, and -30% Buffer. We will continue to offer these Buffer Rates for each subsequent Strategy Term of the same IPCS. In the future, we may offer new IPCS options with different Protection Strategies or different Buffer Rates, and we may no longer offer the current IPCS options. We will provide you with advance notice if the same IPCS (subject to the same Buffer Rate) is no longer offered. At the end of the Strategy Term, you may reinvest your money in the same IPCS (if available), which will be subject to the same Buffer Rate as the previous Strategy Term, or you may choose to reallocate your money to one of the other available IPCS options or the FRS. If the same IPCS is not available and you do not instruct us to reallocate your money to a different IPCS or the FRS, we will automatically reallocate the amount to an IPCS with the same Strategy Term, Index, Protection Strategy (subject to the same Buffer Rate), and Crediting Strategy, if available (i.e., only the availability of the Performance Lock feature is different). If such an IPCS is not available, the amount will be automatically reallocated to the 1-Year Strategy Term / -10% Buffer / S&P 500 Index / Cap with Par / with or without Performance Lock (depending on availability). This reallocation may not be satisfactory to you. For more information, see Protection Strategies. Crediting Strategies The Crediting Strategy is the component of an IPCS that determines the IPCS Credit Rate that will be applied on the Term End Date if the Index Performance is zero or positive. It may limit or enhance positive returns. We currently offer a Cap Rate with Participation Rate ( Cap with Par ) Crediting Strategy, which is composed of a Cap Rate and a Participation Rate. The Cap Rate is the maximum IPCS Credit Rate that may be applied on the Term End Date. We may declare a new Cap Rate for each new Strategy Term, subject to the following minimum guaranteed rates: 1.50% for any IPCS with a 1 year Strategy Term, 5.00% for any IPCS with a 3 year Strategy Term, and 10.00% for any IPCS with a 6 year Strategy Term. We guarantee that the Cap Rate will never be less than these guaranteed minimum rates for the life of your Contract. If we do not declare a Cap Rate for a particular Strategy Term, there is no maximum IPCS Credit Rate for that Strategy Term and the IPCS Credit Rate will, at a minimum, equal the Index Performance if the Index Performance is zero or positive. The Cap Rate is not an annual rate. The Participation Rate is the percentage of Index Performance your investment may be credited with on the Term End Date Table of Contents (subject to the Cap Rate, if applicable). We may declare a new Participation Rate for each new Strategy Term, but the Participation Rate will never be less than 100% under any Cap with Par IPCS for the life of your Contract. If we declare a Cap Rate for the Strategy Term, the Participation Rate will never be greater than 100%. The Participation Rate is not an annual rate. The IPCS Credit Rate for the Cap with Par Crediting Strategy will equal the lesser of (i) the declared Cap Rate; and (ii) the Index Performance multiplied by the Participation Rate. If we do not declare a Cap Rate for the Strategy Term, the IPCS Credit Rate will equal the Index Performance multiplied by the Participation Rate. This means: If we declare a Cap Rate for the Strategy Term, the Participation Rate will always be 100% and the IPCS Credit Rate will be the Index Performance up to the Cap Rate. The Cap Rate is the maximum IPCS Credit Rate that may apply. For example, if we declare a 20% Cap Rate for the Strategy Term, the Participation Rate will be 100% and the IPCS Credit Rate will equal the Index Performance up to a maximum of 20%. If we do not declare a Cap Rate for the Strategy Term, the Participation Rate will always be at least 100% and the IPCS Credit Rate will be the Index Performance multiplied by the Participation Rate. Because there is no Cap Rate declared, the IPCS Credit Rate will not be subject to a maximum. For example, if we do not declare a Cap Rate for the Strategy Term and the Participation Rate is 100%, the IPCS Credit Rate will, at a minimum, equal the Index Performance, regardless of how high the Index Performance is. If we do not declare a Cap Rate for the Strategy Term, we may boost the Participation Rate to above 100%. If we declare a boosted Participation Rate and the Index Performance is positive, the IPCS Credit Rate will be greater than the Index Performance and equal to the Index Performance multiplied by the Participation Rate. For example, if we do not declare a Cap Rate for the Strategy Term and we declare a boosted Participation Rate of 125%, the IPCS Credit Rate will equal 125% of the Index Performance, which is greater than the Index Performance. The Buffer Rate under an IPCS option will remain the same regardless of the crediting rates we declare for new Strategy Terms. For more information, see Crediting Strategies. Performance Lock If available, Performance Lock allows you to lock in your Interim Value (less any withdrawals and applicable charges) on any day during the Strategy Term except the Term Start Date or the Term End Date. The locked in value can then be reallocated among the available Investment Strategies on the next Contract Anniversary. No Crediting or Protection Strategy is applied to a locked-in IPCS at any time, including at the time Table of Contents you exercise the Performance Lock feature, on the next Contract Anniversary when the locked-in value will be reallocated, or on its Term End Date. You may exercise the Performance Lock feature manually or have it triggered automatically if your Index Strategy Value has increased since the Term Start Date by a target percentage you provide to us by submitting instructions to our Customer Service Office at any time before the Term End Date. You may change your instructions at any time before an automatic trigger occurs. You may send instructions by mail to our Customer Service Office, by telephone at 1-888-GUARDIAN (1-888-482-7342), by emailing giac_cru@glic.com, or through our online portal at www.GuardianLife.com. The Performance Lock feature can only be exercised once during the Strategy Term. The Performance Lock feature, when available, is available for the duration of the Strategy Term. The Performance Lock feature may not be available in the future on certain or any IPCS options. We will send you a notice 30 calendar days in advance of your Contract Anniversary that explains the investment options available to you, including the availability of the Performance Lock feature. You may also contact us by telephone at 1-888-GUARDIAN (1-888-482-7342) for information about the investment options available to you. For more information, see Performance Lock and Interim Value. Contract Value Your Contract Value is the sum of the value of all your investments in the IPCS options (which is the total of the Index Strategy Value(s) for each IPCS you invest in) and the FRS (the Fixed Rate Strategy Value ). The Index Strategy Value: On the Term Start Date: Is your allocation to the IPCS. On the Term End Date: Is the Maturity Value, which reflects the Index Performance, the effect of any withdrawals taken and charges deducted from the IPCS over the Strategy Term, and the application of the Crediting Strategy or Protection Strategy, as applicable. On any other day during the Strategy Term: Is the Interim Value. We calculate the Interim Value based on the value of a hypothetical portfolio of financial instruments designed to replicate the Maturity Value on the Term End Date. This hypothetical portfolio is composed of a Fixed Income Asset Proxy and a Derivative Asset Proxy less the reasonably expected or actual trading costs related to closing the Derivative Asset Proxy option package at the time of determination ( Trading Cost Provision ). The Trading Cost Provision tends to be higher in volatile markets and especially during a financial crisis. The Interim Value calculation could result in a loss that is greater than the level of protection the Protection Strategy would provide on the Term End Date, or a gain that is lower than the Table of Contents return the Crediting Strategy would provide on the Term End Date. The Interim Value could be less than your investment in the IPCS even if the Index is performing positively. See Appendix C for more information about the calculation of the Interim Value. The Fixed Rate Strategy Value is the value of the FRS after daily interest has been credited and any withdrawals taken and charges deducted have been processed. You may call 1-888-GUARDIAN (1-888-482-7342) to request a quote of the impact an early distribution would have on your Contract Value. Values are calculated at the end of each Business Day and may be more or less than the values quoted at the time of your call. For more information, see Contract Value. Death Benefit If you die before the payout phase, your Contract provides a death benefit to your designated Beneficiaries at no additional charge. The death benefit is calculated as of the Business Day on which we have received due proof of death and any other required documentation in Good Order. In general: If you are 76 years old or older on the date you signed your application, your death benefit will be the Standard Death Benefit, which generally equals the Contract Value less any premium taxes. If you are younger than 76 years old on the date you signed your application, your death benefit is the greater of (i) the Standard Death Benefit described above or (ii) the Return of Premium Death Benefit, which equals the premium payment, subject to withdrawal adjustments (including any applicable surrender charges), which may be more, even significantly more, than the dollar amount withdrawn. For more information, see Death Benefit. Table of Contents Charges, Fees, and Adjustments Charges for Early Withdrawals If you withdraw money from your Contract within 6 years following Contract issuance, you may be assessed a surrender charge of up to 8% of the amount withdrawn in excess of the free withdrawal amount. The free withdrawal amount is the greater of (i) 10% of your Contract Value as of the most recent Contract Anniversary (or, in the first Contract Year, 10% of your premium payment) or (ii) your RMD under our automatic RMD program. For example, if you take an early withdrawal, you could pay a surrender charge of up to $7,200 on a $100,000 investment, assuming your Contract Value is $100,000 at the time of the withdrawal. For more information, see Reallocations and Withdrawals. Interim Value Calculation The Interim Value is the amount available for annuitization, payment of the Standard Death Benefit, exercise of the Performance Lock feature (if available) or your right to return the Contract (unless the return of premium is greater), withdrawals and surrenders from an IPCS prior to the Term End Date. We calculate the Interim Value based on the value of a hypothetical portfolio of financial instruments designed to replicate the Maturity Value on the Term End Date. The Interim Value calculation could result in a loss that is greater than the level of protection the Protection Strategy would provide on the Term End Date, or a gain that is lower than the return the Crediting Strategy would provide on the Term End Date. This is because the Interim Value is an estimate of the current value of the hypothetical portfolio, not a point to point calculation, and the Protection Strategy and Crediting Strategy do not apply. Partial withdrawals (including systematic withdrawals, RMDs, and any associated charges deducted) from an IPCS that has not been locked in pursuant to exercise of the Performance Lock option on any day during the Strategy Term other than the Term Start Date and the Term End Date will reduce the base amount used to calculate the Index Strategy Value for the IPCS, called the Strategy Value Base, by the same percentage that the withdrawal reduced the Index Strategy Value for that IPCS, which may be more, even significantly more, than the dollar amount withdrawn. This means that if you take a withdrawal at a time when the Interim Value is less than the Strategy Value Base, the Strategy Value Base will be reduced by more than the amount withdrawn. The calculation of the Interim Value in connection with a withdrawal could result in the loss of principal and previously credited earnings, even if the Index is performing positively, and such losses could be substantial. For more information, see Reallocations and Withdrawals, Interim Value, and Appendix C. Premium Tax Deduction Some states impose premium taxes at rates currently ranging up to 3.5%. If premium taxes apply to your Contract, we will deduct them when a death benefit is paid, when the Contract Value is annuitized, or when you surrender the Contract. Table of Contents For more information, see Reallocations and Withdrawals, Annuitization, and Death Benefit. Restrictions Investments Contract Value that is allocated to an IPCS may only be reallocated on the Term End Date (which is also a Contract Anniversary), unless you exercise the Performance Lock feature (if available). Contract Value that is allocated to the FRS and any locked-in Index Strategy Value pursuant to the exercise of the Performance Lock feature may be reallocated on the next Contract Anniversary. If we do not receive your reallocation instructions at our Customer Service Office by the close of business on the date the reallocation will be effected, your Contract Value will be automatically reinvested in the same Investment Strategies, if available (i.e., the Fixed Rate Strategy Value will be reinvested in the FRS, the Index Strategy Value will be reinvested in the same IPCS), subject to the new crediting rates. If the same IPCS is not available, the amount will be automatically reallocated to an IPCS with the same Strategy Term, Index, Protection Strategy, and Crediting Strategy, if available (i.e., only the availability of the Performance Lock feature is different). If such an IPCS is not available, the amount will be automatically reallocated to the 1-Year Strategy Term / -10% Buffer / S&P 500 Index / Cap with Par / with or without Performance Lock (depending on availability). Any reallocation absent your instruction may not be satisfactory to you. If you do not want to remain invested in the FRS or a locked-in IPCS until the next Contract Anniversary, you may take a withdrawal or surrender the Contract. Withdrawals will always be taken first from the FRS, then proportionally from locked-in IPCS options, then proportionally from IPCS options that are at the Term End Date, and finally proportionally from IPCS options that are not at the Term End Date. If you want to remove your entire investment from an IPCS that is not locked in pursuant to the exercise of the Performance Lock feature prior to the Term End Date, your only option is to surrender the Contract. Withdrawals and surrenders may incur surrender charges, may be subject to taxes (including a 10% additional tax before age 591 2), and, with respect to any amounts withdrawn or surrendered from an IPCS that has not been locked in prior to the Term End Date, will be based on the Interim Value. The Interim Value could be less than your investment in the IPCS even if the Index is performing positively. See Appendix C for more information about the calculation of the Interim Value. Certain IPCS options may not be available through your financial professional. You may obtain information about the IPCS options that are available to you by contacting your financial professional or our Customer Service Office. You may not allocate Contract Value to an IPCS if the Term End Date would occur after the latest Annuity Commencement Date (i.e., the Contract Anniversary immediately following the Annuitant s 100th birthday). Table of Contents For more information, see Risk Factors, Indices, and Reallocations and Withdrawals. Taxes Tax Implications You should consult with a tax professional to determine the tax implications of an investment in, withdrawals from, and payments received under the Contract. There is no additional tax benefit if you purchase the Contract through a Traditional IRA or Roth IRA. Withdrawals are subject to ordinary income tax, and you may be subject to a 10% additional tax if you withdraw money before age 591 2. For more information, see Tax Considerations. Conflicts of Interest Financial Professional Compensation Your financial professional may receive compensation for selling the Contract to you in the form of commissions and non-cash compensation. This compensation may influence your financial professional to recommend the Contract over another investment. For more information about financial professional compensation, see Distribution. Exchanges Some financial professionals may have a financial incentive to offer you a new contract in place of the one you own. You should only exchange your contract if you determine, after comparing the features, fees and risks of both contracts, that it is better for you to purchase the new contract rather than continue to own your existing contract. For more information, see Tax-Free Section 1035 Exchanges. Table of Contents

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+Table of Contents SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED January 24, 2024 MINISTRY PARTNERS INVESTMENT COMPANY, LLC 2024 Class A Debt Certificates $200,000,000 We are a financial services company whose mission is to strengthen Christian stewardship by providing financial products and services to both organizations and individuals. We serve churches, ministries, individuals, businesses, and other financial institutions. We provide our clients with high quality advice based upon sound biblical and business principles through our investment advisory, insurance agency, broker-dealer, church financing, or servicing operations. Throughout this prospectus we refer to the 2024 Class A Debt Certificates as the Certificates , the Class A Certificates , or the Class A Debt Certificates . The Certificates are our unsecured and unsubordinated obligations and, except as described herein, rank equal in right to payment with our existing and future unsecured creditors. We are offering our Certificates in two Series: the Fixed Series and the Variable Series. We offer each Series in several Categories, each of which has a minimum required investment. Each Class A Certificate bears interest at a rate equal to the sum of the Spread for the respective Series Category plus the applicable index rate. We are offering the Fixed Series Certificates with maturities of 12, 18, 24, 36, 48, and 60 months. Also, we are offering the Variable Series Certificates with a maturity of 36 months. The interest rates for each Certificate series will vary within the pre-determined interest rate and Spread as described in the Prospectus. Unless otherwise indicated, the words we , us , our , or the Company refer to Ministry Partners Investment Company, LLC, together with four wholly owned subsidiaries. We are offering the Certificates on a best efforts basis through our wholly owned subsidiary, Ministry Partners Securities, LLC ( MP Securities ). We will also permit registered investment advisors to sell the Certificates to their clients pursuant to an unsolicited purchase. These sales will be made pursuant to a separate Purchase Application. No sales commissions or compensation will be paid to a registered investment advisor that participates in the offering by making the Certificates available for purchase by one of its clients. This is a continuous offering and there is no minimum amount of Class A Certificates that must be sold before we can use any of the proceeds. At any time, you may contact us or visit our website at www.ministrypartners.org to obtain our current interest rates for each Series of Certificates. However, the information on our website is not part of this Prospectus. If there is a change in terms of the Certificates that does not constitute a material and fundamental change in the offering of such Certificates, we will include this information in a Rule 424(b)(3) prospectus supplement. INVESTING IN THE CERTIFICATES INVOLVES RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. SEE RISK FACTORS BEGINNING ON PAGE 28 OF THIS PROSPECTUS AND OUR MOST RECENT ANNUAL REPORT ON FORM 10-k, WHICH IS INCORPORATED HEREIN BY REFERENCE, AS WELL AS ANY ADDITIONAL RISK FACTORS INCLUDED IN, OR INCORPORATED BY Reference INTO, A PROSPECTUS SUPPLEMENT. THERE WILL BE NO PUBLIC MARKET FOR THE CERTIFICATES. 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. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE. Table of Contents Our Story We were founded in 1991 by AdelFi (formerly the Evangelical Christian Credit Union), a California state-chartered credit union in Brea, California. As a credit union servicing organization (CUSO), our mission centers on providing tailored financial solutions to Christian churches, ministries, and faith-based organizations. While we function as a profit-making enterprise for our credit union equity owners, our central goal is to strengthen Christian stewardship through the diverse range of financial services we offer. Our Mission Our mission is to empower churches, ministries, individuals, businesses, faith-based organizations, credit unions, and strategic partners by strengthening Christian stewardship through the delivery of tailored financial services, investment products, and cost-effective lending solutions. Since inception, we have provided funding for over $500 million in secured loans to evangelical ministries and sold over $500 million of our debt securities to investors that entrusted us with funds to support the Company s core mission. Our Strengths Established National Presence: We are a national non-bank financial services company with a proven track record since 1991 of providing competitive investment products that support evangelical ministries, churches, and faith-based organizations. Commitment to Integrity and Transparency: We are dedicated to executing our strategic mission with integrity, transparency, and accountability in a highly regulated environment, fostering trust among equity owners and investors. Strategic Growth Opportunities: We are positioned for growth by expanding our investment product offerings, implementing a digital investor platform, and broadening our investor network. Financial Health and Debt Management: We have successfully retired over $71 million of term credit debt at discounted payment amounts in the last three years, resulting in an improved net equity capital position. Strong Funding Capacity for Mortgage Loan Investments: The Company maintains financial flexibility with access to $15 million in credit facilities. As of September 30, 2023, $10 million of this amount is available for mortgage loan investments, complementing the funding provided by our investor debt program. Scalable and Cost-Effective Operations: We believe that our operating systems are scalable, facilitating the expansion of our investor, client, and lending programs in a cost-effective manner. Table of Contents Offering Price Maximum Commissions(1) Proceeds to the Company(2)(3) Minimum Purchase $1,000 $55 $945 Total $200,000,000 $11,000,000 $189,000,000 (1) The gross maximum compensation paid to MP Securities for serving as the Company s selling agent will not exceed 5.5%. See Plan of Distribution Underwriting Compensation We Will Pay . (2) We may incur an estimated $335,693 of other expenses of issuance and distribution ( Issuance and Distribution Expenses ) and up to an estimated $2,611,031 of additional expenses which may be considered additional organization and offering expenses ( Organization and Offering Expenses ) by the Financial Industry Regulatory Authority ( FINRA ) under the FINRA Rules (see Estimated Use of Proceeds on page 43 and Plan of Distribution on page 119.) The Certificates are part of up to $300 million of Class A Debt Certificates we are authorized to issue under the 2024 Class A Debt Certificate Trust Indenture, which we refer to as the Indenture. U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank Trust Company, National Association), whom we refer to as Trustee, serves as the Trustee under the Indenture. You should read this Prospectus and any applicable Prospectus supplement carefully before you invest in the Certificates. The Certificates are our general unsecured obligations and are subordinated in right of payment to all of our present and future senior debt. As of September 30, 2023, we held $81.1 million in debt securities that share an equal ranking with the Certificates, and an additional $14.0 million of our privately offered subordinated notes. We anticipate taking on more debt in the future, which may include, but is not limited to, the Certificates offered through this Prospectus, subordinated debt, and senior debt. We do not intend to list our Class A Debt Certificates on any securities exchange during the offering period and we do not expect a secondary market in the Class A Debt Certificates to develop. The Certificates and other securities we offer are not deposits of, obligations of, or guaranteed by the National Credit Union Share Insurance Fund ( NCUSIF ), the Federal Deposit Insurance Corporation ( FDIC ), or any other government agency or private insurer. We are a smaller reporting company under the federal securities laws and subject to reduced public company reporting requirements. We file annual, quarterly, and current reports with the United States Securities and Exchange Commission ( SEC ). Our Trust Indenture requires us to file these reports with the SEC even if the SEC does not require us to file them. Our SEC filed reports will be available free of charge by contacting us at 915 West Imperial Highway, Suite 120, Brea, California 92821, or by phone at (800) 753-6742. You may also access this information on our website at www.ministrypartners.org. Additionally, this information is available on the SEC website at www.sec.gov. We will issue our 2024 Class A Debt Certificates in book-entry form and will deliver written confirmation to purchasers of our Certificates. Table of Contents Strong Brand Recognition: We are nationally recognized in the faith-based community, and the Company enjoys a well-established and respected brand, offering financial services products to Christian organizations, individuals, and ministries. Company Information Principal Offices: 915 West Imperial Highway, Suite 120, Brea, California, 98821 Telephone Number: (800) 753-6742. Website address: www.ministrypartners.org. We have included our website address in this prospectus solely for information purposes. The Offering This offering (the Offering ) is for a total of $200,000,000 of our Class A Debt Certificates. You may purchase the Certificates in one or more of the following Series: The Fixed Series Certificates We offer the Fixed Series Certificates in four Categories with each requiring the specified minimum purchase. The Fixed Series Certificates are offered with a term (or maturity) of 12, 18, 24, 36, 48, or 60 months. See the Fixed Spread Grid section under the heading Description of the Certificates for more information. The Fixed Certificates pay a fixed rate of interest equal to the sum of the CMT Index plus the amount of the Fixed Spread for its respective Category as set forth in this Prospectus under the heading Description of the Certificates . The spreads displayed in this Prospectus are effective as of the date of this Prospectus. We reserve the right to change these spreads, effective as of the date of this Prospectus, either up or down, by a maximum of 200 basis points (or 2.0%, one basis point equals 0.01%). We will disclose any change in spreads in a supplement to the Prospectus. The Variable Series Certificates We offer the Variable Series Certificates in three Categories, each requiring a specified minimum purchase. All Variable Series Certificates have a maturity of thirty-six months. However, upon your request, we will prepay your Certificate without penalty, in whole or in part, provided your Certificate has had an unpaid principal balance of at least $10,000 during the preceding 90 days. The Variable Series Certificates pay interest that is adjusted monthly in an amount equal to the sum of the Variable Index in effect on the adjustment date, plus the amount of the Variable Spread for the respective Category shown on the Variable Spread Grid set forth in in this Prospectus under the heading Description of the Certificates . We refer to this as the Variable Spread Grid . The spreads displayed in this Prospectus are effective as of the date of this Prospectus. The Variable Spread Grid on a Certificate that has been purchased cannot change; however, we reserve the right to change these spreads, effective as of the date of this Prospectus, either up or down, by a maximum of 100 basis points (or 1.0%, one basis point equals 0.01%) for future investments. We will disclose any change in spreads in a supplement to the Prospectus. Table of Contents The Ministry Partners Story We believe in offering a unique approach to financial services Highest Quality We believe in providing our clients with a broad range of top-quality financial products, services, and expertise, delivered by experienced Christian financial professionals who possess the highest level of personal integrity, professional credentials, and regulatory licensing and registration. Biblically Sound More importantly, we believe that all good financial advice will have its roots in biblical wisdom and that unbiblical attitudes about wealth are financially misguided and spiritually destructive. Financially Rewarding Therefore, we believe that biblical stewardship principles are the primary foundation for financial success and that Christian financial organizations are well-positioned to provide superior investment, wealth management, and debt management results, granting stewardship blessings to everyone involved. Who We Are Since 1991, Ministry Partners Investment Company, LLC has executed on its mission to strengthen Christian stewardship by providing purposeful financial products and services to churches and ministries, individuals and businesses, as well as other financial institutions including credit unions and banks, investment and insurance companies, and denominational loan funds. Table of Contents The Indexes The Indexes We set the interest rates for Fixed Series Certificates by using the most recently published CMT Index on the date the rate is established. For Variable Series Certificates, we refer to the most recent Variable Index on the rate-setting date. The interest rates for both series are determined on the first business day of the month, unless it falls on a holiday, in which case it's set on the next business day. The CMT Index is based on the Constant Maturity Treasury rates published by the U.S. Department of Treasury for actively traded Treasury securities. The Variable Index Rate equals the three-month SOFR rate. The SOFR is established by the Federal Reserve Bank of New York, with appropriate adjustments as necessary. For more information on the indexes, see Description of the Certificates The Indexes, . Certificate Terms in General Terms in General We summarize certain common terms of the Class A Debt Certificates below: Manner of Interest Payments We accrue interest on your Certificate on a daily basis. When submitting your application, you can choose how to manage receiving your accrued interest: 1) Monthly Payout: a. Opt to receive accrued interest at the beginning of the month for the prior month s interest. b. Choose between electronic funds transfer or a mailed check for monthly disbursements. c. A the monthly payout is the default option unless specified otherwise. 2) Interest Deferral Election: a. Choose to have monthly interest posted to your account instead of receiving a direct payout. b. Posted interest becomes part of the interest compound option, as described below. Partial Month Adjustment: The interest rate for a partial month adjusts based on the number of days the Certificate was outstanding. Flexible Interest Payment Method: You can change the interest payment method by providing written notice to us. Maturity Settlement: Upon maturity of your Certificate, any accrued interest is settled along with the unpaid principal. Compounded Interest Option You have the flexibility to instruct us, at any time, to retain all interest payable on your Certificate. We will then pay you interest on this accumulated interest at the same rate applicable to the principal of the Certificate. This feature enables you to earn compound interest, effectively allowing you to earn interest on your interest. Take advantage of this option to enhance your overall returns on the Certificate. Table of Contents As a credit union service organization (CUSO) owned by 11 credit unions, our value proposition is built upon the foundational premise that stewardship excellence can be achieved by working in collaboration with multiple financial professionals and strategic partners with broad-based expertise who are focused on purposeful growth. We know whom we serve, and more importantly, why we serve. Regardless if you are working with our investment advisory, insurance agency, broker-dealer, church financing, or servicing operations, our unique and purposeful approach to financial services is designed to provide you with the highest quality advice based upon sound biblical and business principles that will bestow stewardship blessings on all. Our Mission Our Mission is to strengthen Christian stewardship. We help churches and ministries strengthen their stewardship of resources through cost-effective lending, prudent treasury management services, ethically responsible investments, sound employee benefits, and risk management planning. We help individuals strengthen their stewardship of personal wealth through biblically-based financial planning, ethically responsible investment and insurance advice, and purposeful legacy planning. We help credit unions and denominational foundations strengthen their church loan origination, servicing, and participation platforms by providing best-in-class professional consulting and back-office support services that meet board oversight and regulatory standards. We provide commercial business loans, investments, and legacy planning services to business owners who acknowledge, are in agreement with, and are guided by the Biblical values detailed in our Statement of Faith, and who support the Company s mission to strengthen Christian Stewardship. Financial Strength and Regulatory Oversight At Ministry Partners Investment Company, we truly understand the importance of being a good steward with your resources. We are dedicated to keeping our commitment to our clientele, strategic partners, and owners. As such, we do not employ a business model that takes unnecessary risks chasing unrealistic returns. We strive to maintain a healthy balance sheet while also providing our clients competitive products and services. We operate in a regulated financial services market at both the national level and in states where our services are offered. We also believe trust is the foundation of a solid relationship. Furthermore, we know that trust is hard to earn and easy to lose. Our leadership team goes above and beyond to be completely transparent by providing our investors regular updates about Ministry Partners through newsletters, press releases, face-to-face meetings, and filings we make with the U.S. Securities Exchange Commission and made available to our clients on our Company website at www.ministrypartners.org. Table of Contents Certificate Ranking The payment of the 2024 Class A Debt Certificates is neither secured nor guaranteed. These Certificates hold a comparable priority of right to payment with our existing and future unsecured debt obligations. All Certificates are subject to an equal ranking in the hierarchy of payment. You May Request Prepayment In the event of hardship, you have the flexibility to request prepayment of all or a portion of your Certificate before its scheduled maturity. Our approval of such requests is at our sole discretion. If approved, the unpaid balance of the Certificate will be settled, subject to an administrative charge not exceeding three months' worth of interest payable on the Certificate. Our Right to Prepay Certificates We retain the option to prepay a Certificate at our discretion, providing advance written notice of not less than 30 days but not more than 60 days. In the event of a partial prepayment, Certificates will be redeemed on a pro-rata basis. Indenture The Indenture outlines the rights, terms, and conditions applicable to all Certificates. For a comprehensive list of terms and conditions, please refer to the Trust Indenture. Protective Promises For the benefit of the Certificate holders the trust indenture imposes the following protective promises. We will: maintain a tangible adjusted net worth of at least $4.0 million; not incur additional indebtedness, as defined, unless our resulting fixed charge coverage ratio remains at least 1.2 to 1.0; limit our other indebtedness, as defined, to not more than $30.0 million; not consummate certain consolidations, mergers, or the sale of all or substantially all of our of assets, unless we are the surviving entity, or the surviving entity assumes our obligations under the Certificates; not make distributions to our Members except under specified conditions; and file quarterly and annual reports with the SEC. We are in compliance with each of these promises. Events of Default If an event of default occurs, the Trustee, acting on the direction of a Majority Vote of the Holders, will accelerate payment of the Certificates in full. An event of default includes the following: our failure to make a required payment on a Certificate within 30 days after it is due; our failure to observe or perform any of the covenants or agreements under the Certificates or the Indenture, unless cured in a timely manner; or our uncured default under the terms of any of our other indebtedness, which default is caused by our failure to pay principal or interest or results in the acceleration of payment of such indebtedness in the aggregate amount of $250,000 or more. Table of Contents SELECTED DEFINITIONS In this Prospectus, the following terms used herein shall have the following meanings: Certificates or Class A Certificates means the Company s 2024 Class A Debt Certificates previously known as the 2021 Class A Debt Certificates . CMT Index means the Constant Maturity Treasury rates published by the U.S. Department of Treasury for actively traded Treasury securities. Company means Ministry Partners Investment Company, LLC. FINRA" means the Financial Industry Regulatory Authority. Fixed Series Certificates means the four categories of Certificates offered with a fixed maturity term and fixed interest rate. Fixed Spread" or "Variable Spread means the difference between the applicable interest rate then in effect and the amount of interest payable on your Certificate as determined for each offered under this Prospectus. Holders" means the persons purchasing Certificates under this Offering. Indenture means the 2024 Class A Debt Certificates Trust Indenture. Manager or Managers means the person serving as a Board of Managers for the Company. Members means the Company s equity owners. MP Securities means Ministry Partners Securities, LLC. SOFR means the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York. Spread means the difference between the applicable index rate and the interest rate we pay on the Fixed Certificate or Variable Certificate purchased. Trustee means U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank Trust Company, National Association). Variable Series Certificates means the three categories of Certificates, each having a minimum purchase amount and maturity term of thirty-six months. Table of Contents Our Other Debt Securities Since our establishment, we have relied on issuing debt securities to investors as a vital means to fund our balance sheet. As of September 30, 2023, our investor debt securities ( Investor Debt ) totaled $95 million. This amount includes $13 million of the Class 1A Notes, $68 million from the 2021 Class A Debt Certificates, and $14 million of our privately offered subordinated debt securities. The Class 1A Notes and the 2021 Class A Debt Certificates are unsecured and are equal in right with the 2024 Class A Debt Certificates concerning right to payment. Our Secured Borrowings We have two short-term demand credit facilities of $5.0 million each with KCT Credit Union, an Elgin, Illinois credit union. These facilities are secured by designated mortgage loans and a $1.25 million cash compensating balance. As of September 30, 2023, there was no outstanding principal balance owed on these credit facilities. We also have a $5.0 million credit facility with America s Christian Credit Union, a Glendora, California credit union, secured by designated mortgage loans. As of September 30, 2023, we had a $5.0 million outstanding balance owed on the credit facility. See our Liquidity and Capital Resources section in the Management s Discussion and Analysis of Financial Condition and Results of Operations on page 73 of this Prospectus for more information on our secured borrowings. Use of Proceeds In the event we sell all $200 million of the Offering, we expect to realize proceeds from the Offering of at least $188.7 million after distribution expenses have been paid. We intend to use the proceeds to originate and invest in mortgage loans, other secured investments, commercial business loans and develop strategic relationships with entities that share a common commitment to promoting Christian stewardship of financial resources. We also intend to make investments in financial instruments to meet our liquidity needs. If we deem it necessary, we may also use some of these proceeds to pay our operational expenses and pay interest and principal due on our currently outstanding Certificates as payment becomes due. See Estimated Use of Proceeds. Table of Contents Table of Contents INTRODUCTION 2 PROSPECTUS SUMMARY 2 FREQUENTLY ASKED QUESTIONS ABOUT THE CLASS A CERTIFICATES and this offering 11 SUITABILITY STANDARDS 23 WARNING CONCERNING FORWARD-LOOKING STATEMENTS 27 RISK FACTORS 28 ESTIMATED USE OF PROCEEDS 43 DESCRIPTION OF THE CERTIFICATES 45 DESCRIPTION OF THE INDENTURE 51 Management s Discussion and analysis of financial condition and results of operations 59 OUR COMPANY 79 BOARD OF MANAGERS AND EXECUTIVE OFFICERS 99 EXECUTIVE COMPENSATION 106 BOARD OF MANAGERS COMPENSATION 106 DESCRIPTION OF OUR MEMBERSHIP INTERESTS AND CHARTER DOCUMENTS 107 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 111 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 113 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 117 LEGAL PROCEEDINGS 119 PLAN OF DISTRIBUTION 119 HOW TO PURCHASE A CERTIFICATE 123 LEGAL MATTERS 125 EXPERTS 125 WHERE YOU CAN FIND MORE INFORMATION 125 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 126 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 128 EXHIBIT A: Form of Trust Indenture A1 EXHIBIT B: Form of Fixed Series 2024 Class A Certificate B1 EXHIBIT C: Form of Variable Series 2024 Class A Certificate C1 EXHIBIT D: FORM OF RETAIL PURCHASE Application D1 EXHIBIT D: Form of Commercial Purchase Application D6 Table of Contents Summary of the Plan of Distribution Table of Contents Plan of Distribution We are selling Certificates through our subsidiary, MP Securities, on a best-efforts basis. There is no minimum offering. Once we accept your Purchase Agreement, we'll place your funds into a Company operating account for use as described in the Use of Proceeds summary above. See Plan of Distribution for more information. The Fees paid to MP Securities: 1.50% Commission on Certificate Sales through MP Securities: o On each Certificate sale made through MP Securities, MP Securities will receive a 1.50% commission. o No Commissions or sales load will be paid to MP Securities or any participating selling member on any interest that is deferred, compounded and added to the principal amount of the Certificate. 1.00% Account Servicing Fee on Certificate Sales through MP Securities: o MP Securities will receive a monthly Account Servicing Fee of 1% per annum on the principal balance starting twelve months after purchase and ending when the Certificate is closed. We can choose to waive, reduce, or suspend the Account Servicing Fee at any time. Limit on Total Commission and Servicing Fee Paid capped at 5.50%: o The total the commission and account servicing fee, are capped at 5.50% over the Certificate term. Therefore, no account servicing fee will be assessed on any Certificate once the total compensation paid to MP Securities reaches 5.50% 0.25% Processing Fee paid to MP Securities: o MP Securities will be paid a 0.25% processing fee to each sale of a Class A Certificate made through MP Securities, payable at closing. We reserve the right to adjust or waive this fee. Because MP Securities is our wholly owned subsidiary, it faces certain conflicts of interest in connection with the sale of the Certificates. Certificate sales to clients of Registered Investment Advisors We will also offer Certificates to clients of registered investment advisors participating in the Offering under a Master Client Referrals Agreement. Advisors or the advisory firm will not receive sales commissions or compensation from us. Instead, a 0.25% processing fee will be paid to MP Securities for each sale made pursuant to the Master Client Referrals Agreement. On these transactions, MP Securities will not receive commissions or account servicing fees. Each client of an advisor that makes a purchase will enter into and complete a separate Purchase Application before making an investment to purchase a Certificate. MP Securities will assist the Company and the advisor in completing the application, opening an account with the Company, reviewing applicable suitability requirements, and ensuring that the Company has accurate and complete investor information for its books and records. The Offering is set to end on December 31, 2026, unless completed sooner or terminated earlier at our discretion. We may suspend or discontinue sales of specific Certificate categories or Series at any time without prior notice. Table of Contents Table of Contents 99.1 Press Release dated November 9, 2023 8-K 99.1 11/13/2023 107 Calculation of Filing Fee Tables Table of Contents FREQUENTLY ASKED QUESTIONS ABOUT THE CLASS A CERTIFICATES and this offering Q: Where can I find the definitions of the terms you use in this Prospectus? A: Unless otherwise defined in this Prospectus, or unless the context in which the term is used requires a different meaning, terms used in this Prospectus, whether capitalized or used in the lower case, have the meanings set forth in the Definitions section on page vii. Q: Who are you? A: We are Ministry Partners Investment Company, LLC, a California limited liability company that was formed as a credit union servicing organization and our owners consist of state and federal chartered credit unions. We have been in business for over 30 years and are a Christian ministry that provides financial services, investment, insurance and annuity products, and financing solutions for churches, colleges, schools, and ministry organizations, individuals, and businesses. Q: Are you offering different series of the Class A Debt Certificates? A: Yes. We are offering a Fixed Series Certificate in four categories depending upon the required minimum purchase and maturity term of the Certificates. Our Variable Series Certificates are offered in three categories, with each category requiring a stated minimum purchase and having a maturity of 36 months. For each category in either a Fixed Series Certificate or Variable Series Certificate, a Certificate issued will be identical to all other Certificates in the same category (other than the date of maturity). Q: How will you determine my interest rate on an investment in a Fixed Series Certificate? A: If you purchase a 24-month Fixed Series Certificate for $25,000, you will receive a Fixed 25 Certificate with a 24-month maturity. Suppose that when you purchase the certificate the index established for 24-month obligations is 5.00% and our Fixed Spread for Category Fixed 25 Certificate is 0.50%. Then the interest rate payable on your Category Fixed 25, Fixed Series Certificate would be equal to 5.00% plus 0.50%, or 5.50%. Table of Contents Q: What is the CMT Index? A: The CMT Index refers to the Constant Maturity Treasury rates published by the U.S. Department of the Treasury for actively traded Treasury securities in over-the-counter trading transactions. You can find the CMT Index daily rates for one-, two-, three-, and five-year Treasury securities at www.treasury.gov. We will use the average of the three- and five-year daily rates to establish the CMT Index for a four-year Fixed Series Class A Certificate. Q: How would my investment in a Variable Series Certificate work? A: If you purchase a Variable Series Certificate for $125,000, you will receive a Variable 100 Certificate which will bear interest at a rate equal to the sum of the Variable Index interest rate then in effect plus the Variable Spread for the respective category for such Certificate. The interest rate on your Variable 100 Certificate will be adjusted monthly based on the Variable Index in effect on each adjustment date. Your Variable 100 Certificate will have a maturity of 36 months. However, we will repay all or part of your Variable 100 Certificate at your request at any time, provided your Certificate has had an unpaid principal balance of at least $10,000 during the preceding 90 days. The interest rate we pay on a Variable Series Certificate over the term of the Certificate may not be adjusted upward or downward by more than 2% over or under the rate in effect when the Variable Series Certificate is purchased. Q: What is the Variable Index interest rate? A: The Variable Index interest rate is the Secured Overnight Financing Rate ( SOFR ) rate for three-month obligations on the date the interest rate is set by the Federal Reserve Bank of New York. The SOFR rate replaced the LIBOR index effective as of June 30, 2023. The Federal Reserve Bank of New York publishes the SOFR rate. Q: What is the Fixed Spread and Variable Spread? A: The difference or spread between the applicable index rate and the interest rate we agree to pay you on the Certificate you purchase is the fixed or variable spread (the Fixed Spread or Variable Spread ). The applicable Fixed or Variable Spread is different for each series and Category of Certificate. Table of Contents Q: What is the Effective Variable Spread Grid? A: This is the Variable Spread Grid that is in effect on the day you purchase a Certificate. The Effective Variable Spread Grid tells you what spread you will receive for each of the Variable Series Certificate Categories. The Variable Spread Grid in effect as of the date of this Prospectus can be found in the Description of the Certificates section under the caption The Variable Series Certificates . For example, if you purchase a Certificate under the Effective Variable Spread Grid in effect as of the date of this Prospectus and your Certificate had a balance of $10,000, your spread would be -1.90%. If the following month you deposited additional funds into your Variable Series Certificate and the Certificate balance was $100,000, the Variable Spread on your Certificate would increase 25 basis points to -1.65%. Once you purchase your Certificate, the Effective Variable Spread Grid for your Certificate will not change. Q: Can you change the Fixed Spread or Variable Spread Grid on the Certificates when there is a significant change in interest rates? A: We reserve the right to adjust the Fixed Spread or Effective Variable Spread Grid prospectively to adjust to rapid changes in interest rates or market conditions; provided, however that such adjustment does not exceed 2.00% or 200 basis points in the applicable Fixed Spread or 100 basis points in the applicable Variable Spread Grid. We will provide notice of any change in the Fixed or Variable Spread or applicable index by supplement to this Prospectus. Q: Can you change the Fixed Spread or Effective Variable Spread Grid on my Certificate after I buy it? A: No. Q: How often do you pay interest? A: Your Certificate accrues interest monthly. You may choose to have interest that accrues on your Certificate paid monthly or elect to have payment of interest on your Certificate deferred and added to the principal of your Certificate (the Interest Deferral Election ). If you select the Interest Deferral Election, interest will compound and be added to the principal of your Certificate. No compounding of interest will accrue unless the Interest Deferral Election is made. Unless you specify otherwise, we will pay accrued interest on your Certificate monthly. Q: Can I require you to cash in my Certificate before it is due? A: You can require us to prepay your Variable Series Certificate, subject to certain restrictions. You cannot require us to pay a Fixed Certificate before it is due; however, in the event of an emergency, you can request early payment of all, or a portion of, a Fixed Certificate as explained in the following question and answer. Table of Contents Q: What if I have an emergency and I need to cash in my Certificate? A: You can request that we voluntarily prepay your Certificate in whole or in part. We are not contractually obligated to grant your request for prepayment but may do so at our discretion. Our current policy is to grant a reasonable request due to a bona fide hardship, subject to availability of funds. However, there is no assurance we will continue this policy in the future. In the event we agree to prepay all or portion of your Certificate, we may deduct from the amount we prepay an administrative charge of an amount equal to three months interest. Q: Do you have the right to prepay my Certificate? A: Yes, we can prepay or redeem any Certificate by giving you at least 30 days (and not more than sixty (60) days) written notice of the redemption date. On the date of redemption, we must pay you outstanding principal plus all accrued interest thereon through the redemption date. We do not have to pay you a premium if we redeem your Certificate early. If less than all of the Certificates outstanding are redeemed, we will redeem the Certificates on a pro rata basis. Q: What is your obligation to pay amounts due on my Certificate? A: Your Certificate is equal in right to payment with our other unsecured creditors. Your Certificate is unsecured and is not guaranteed by any of our Managers (each a Manager , and collectively Managers ), our equity owners, or any other person. Q: Does any Series or Category of the Certificates have priority as to payment over any other Series or Category? A: No. The Class A Debt Certificates and our other unsecured debt obligations are equal in right to payment of principal and interest. We sometimes refer to this equal priority as a Certificate being in pari-passu with the other Class A Debt Certificates. Q: Who handles making payments of principal and interest on the Certificates? A: We are the paying agent for the Certificates and must certify to the Trustee that we are current on all payments of principal and interest on each Certificate. Table of Contents Q: What is the difference between a sale made through MP Securities and one sold to a client of an investment advisor? A: When a Certificate is purchased by a client of a registered investment advisor that participates in the Offering, no commission or sales compensation will be paid to an investment advisor firm that is participating in the Offering. The investment will be made using a separate purchase application. The terms and conditions of a Certificate purchased through an investment advisor, however, are identical to those sold through MP Securities. For a chart depicting and describing the differences in applicable sales procedures for making an investment in a Certificate whether through MP Securities or an investment advisor, please see page 123 of the Prospectus. Q: Why is there an Indenture? A: We require that you execute the Indenture to: establish the common terms and conditions for the Certificates and a means by which the Certificate holders can act in an organized manner; provide for the appointment of an independent Trustee and allow us to deal with a single representative of the Holders with respect to matters addressed in the Indenture, including in the event of our default; and authorize the Trustee to monitor our compliance with the Indenture, to give timely notices to the Holders, and to act for the Holders in the event of a default and in regard to other matters. As required by U.S. federal law, the Indenture governs the Certificates. The Indenture constitutes an indenture under the Trust Indenture Act of 1939. An Indenture is a contract between us, you as Holders, and the Trustee, who is appointed to serve under and pursuant to the Indenture. Q: Do I have to abide by the terms of the Indenture? A: Yes. Your Certificate is issued under the terms of the Indenture and your Certificate is subject to its terms and conditions. As a condition to your purchase of a Certificate and your becoming the registered owner of the Certificate, you become a party to the Indenture. Q: What is the Trust Indenture Act of 1939? A: The Trust Indenture Act of 1939, or as we refer to it, the 1939 Act, provides that unless exempt, Certificates sold to the public in a registered offering must be governed by a Trust Indenture, as defined, and the Certificates must be registered by the issuer under the 1939 Act. The 1939 Act further provides that the Trust Indenture must contain certain protective provisions benefiting the owners of the debt Certificates covered by the Indenture. We have registered the Certificates under the 1939 Act. Q: Can you modify or amend the Indenture without the consent of the Holders? Table of Contents A: Yes, but only in limited circumstances. We may amend or modify the Indenture with the Trustee without the consent of the Holders to, among other things, add covenants or new events of default for the protection of the Holders; evidence the assumption by a successor trustee under the Indenture; cure any ambiguity or correct any inconsistency in the Indenture or amend the Indenture in any other manner that we may deem necessary or desirable and that will not adversely affect the interests of the Holders of any Series of the outstanding Certificates; and establish the form and terms of the Certificates issued under the Indenture. Except in these limited circumstances, we and the Trustee must have the consent of the Holders holding a majority in interest of the Certificates (a Majority Vote ) of each Series and Category then outstanding and affected by the amendment. Q: What promises do you make to the Holders under the Indenture? A: Under the Indenture, we promise or covenant to do, or refrain from doing among other things, the following: Make timely interest and principal payments on the Certificates; Maintain a specified minimum net worth; Not issue certain kinds of additional debt beyond specified limits; Not make certain dividend and other distribution payments to our Members; Not issue unsecured debt that is senior to the Class A Debt Certificates; and Timely make principal and interest payments on the Certificates and on our other debt, even if it is junior to the Certificates. Q: Who is the Trustee? A: The Trustee is U.S. Bank Trust Company, National Association, a federally chartered trust company which has fiduciary powers and offers comprehensive financial services, including asset management, in all 50 states. Q: What does the Trustee do? A: The Trustee has two main roles under the Indenture: The Trustee performs certain administrative duties for us and you, such as sending you notices; and The Trustee may, at your direction, enforce your rights, including the rights you may have against us if we default. Table of Contents Q: Who pays the Trustee? A: Under the Indenture, we agree to pay, and the Trustee agrees to look only to us for payment of, all fees, expenses and expense reimbursements payable to the Trustee under the Indenture. Q: What recourse do the Holders have in the event of a default? A: In case of a default, the Holders of 25% of the unpaid principal amount of the outstanding Certificates may give notice to us and declare the unpaid balance of the Certificates immediately due and payable. The Holders must obtain a Majority Vote to direct the Trustee to pursue collection of the Certificates or any other remedy available under the Indenture by reason of the default. Q: What is an event of default? A: An event of default is an event defined in the Indenture, which if not timely cured, allows you to take action against us for immediate and full payment of your Certificate. Events of default include: Our failure to timely pay interest or principal on your Certificate; Our filing of bankruptcy; Our breach of any of our covenants in the Indenture. Q: Does the Trustee have the right to waive any default on behalf of the Holders? A: Yes, but only with a Majority Vote of the Holders of each Series and Category of Certificate affected by the default. Q: How can the Holders direct the Trustee to act? A: The Holders can direct the Trustee to act on behalf of the Holders by a Majority Vote. Q: What liability does the Trustee have to the Holders? A: The Trustee is charged to conduct itself in a manner consistent with a reasonably prudent person in taking actions directed by the Holders. However, the Trustee disclaims any responsibility with respect to the form of a Certificate or the enforceability of the Certificates or the Indenture. Table of Contents Q: What reports are you required to provide the Trustee? A: The Indenture requires us to provide the Trustee the following reports. We must provide the Trustee a list of the names and addresses of the current owners of record of the Certificates quarterly. We must annually provide the Trustee with a certified statement that we have fulfilled all our obligations under the Indenture with respect to each Series and Category of Certificates for the preceding year. We must provide the Trustee with a copy of each report we send to the Holders. We must file annual and quarterly reports with the SEC even if the SEC does not require us to file the reports. By filing the reports through the EDGAR system which can be found at http://www.sec.gov will be deemed to have been sent to the Trustee. Q: For whom might an investment in the Certificates be appropriate? A: An investment in our Certificates may be right for you if, in addition to meeting the suitability criteria described below, you seek to receive current income and to diversify your personal portfolio with an investment in a Certificate. An investment in our Certificates has limited liquidity and therefore is not appropriate if you may require liquidity before maturity of your Certificate. Table of Contents Q: May I make an investment through my IRA or other tax-deferred account? A: Yes. You may make an investment through your IRA or other tax-deferred account. In making these investment decisions, you should consider, at a minimum, (1) whether the investment is in accordance with the documents and instruments governing your IRA, plan or other account, (2) whether the investment would constitute a prohibited transaction under applicable law, (3) whether the investment satisfies the fiduciary requirements associated with your IRA, plan or other account, (4) whether the investment will generate unrelated business taxable income (UBTI) to your IRA, plan or other account, (5) whether there is sufficient liquidity for such investment under your IRA, plan or other account, and (6) the need to value the assets of your IRA, plan or other account annually or more frequently. You should note that an investment in our Certificates will not, in itself, create a retirement plan and that in order to create a retirement plan, you must comply with all applicable provisions of the Internal Revenue Code of 1986, as amended. Before you invest in a Certificate through an IRA or tax deferred account, you should consider applicable suitability standards and investment criteria to ensure that the investment meets your investment objectives for an IRA or tax deferred account. Q: Are there fees associated with my investment made when a sale is processed by MP Securities? A: No fees will be assessed by the Company on an investment made by a purchaser in a Certificate or deducted from the principal balance of a Certificate purchased, including unpaid interest, due on a Certificate. Any fees assessed in connection with the purchase of a Certificate or applied during the period in which a Certificate is held will be assessed and paid solely by the Company to its wholly owned subsidiary, MP Securities. When a Class A Certificate is purchased through a sale made by MP Securities, a sales commission equal to 1.50% of the aggregate amount of the principal amount of the Certificate purchased will be paid to MP Securities, our wholly owned broker dealer firm. In addition, a processing fee equal to 0.25% of the aggregate amount of a Certificate purchased will be paid to MP Securities. The initial sales commission and processing fee will be assessed on any new purchase of a Certificate. The Company will not pay a sales load or commission to MP Securities or any participating selling member in the offering on the reinvestment of dividends or amount of interest deferred and added to the principal amount of the Certificate. Commencing one year after the purchase of a Class A Certificate, an account servicing fee equal to 1% per annum of the principal amount of a Certificate purchased ( Account Servicing Fee ) will be assessed on a monthly basis and thereafter paid to MP Securities throughout the remaining term of the Certificate; subject to a maximum gross dealer compensation of 5.5% assessed on any Class A Certificate sold. The Account Servicing Fee will be paid by the Company to MP Securities and will not be assessed against a Class A Certificate that is purchased by an investor. No Account Servicing Fee will be assessed on any accrued or deferred interest earned but not paid to an investor that purchases a Certificate. Table of Contents As an example, if you purchased a Class A Fixed Series Certificate with a 48-month term in the principal amount of $10,000, an initial sales commission of $150 would be paid on the purchase to MP Securities. In addition, a $25 processing fee would be paid to MP Securities when the investment is made. Commencing one year after the purchase of a Class A Certificate, a 1% per annum monthly Account Servicing Fee will be assessed on the principal amount of a Certificate during the remaining term of the Certificate. With the purchase of a $10,000, 48 month Class A Certificate, for example, the total amount of fees paid to MP Securities over the term of the Certificate, including the initial sales charge, processing fee, and Account Servicing Fee would be $475. The $475 in fees assessed under this example would be paid solely by the Company to MP Securities and will not be charged against the investment made by an investor in a Certificate. Q: Has the Company offered prior investor debt securities programs? A: Yes. Since inception in 1991, the Company has offered and completed 15 national public offerings that were registered with the SEC. The Company has made all required payments of interest and principal due on the investor debt securities that were issued under these registration statements. Investors in these public offerings have received payment in accordance with their terms in cash or reinvested the proceeds of a debt security when it matured into another Company offered debt security. The Company s most recent SEC registered offering of its 2021 Class A Debt Certificates will terminate effective as of December 31, 2023. Each of the prior publicly offered investor debt securities offered by the Company were liquidated and terminated in accordance with the terms of the offering and all required payments of principal and interest were made to investors in accordance with the terms of the debt securities sold. Q: What fees are assessed when a client of an investment advisor purchases a Certificate? A: No sales commission or compensation will be paid to the investment advisor when a client of the firm purchases a Certificate. No sales commission or Account Servicing Fee will be paid to MP Securities over the term of the Certificate when purchased through an investment advisor. A processing fee in the amount of 0.25% will be paid by the Company to MP Securities for services rendered to establish the account, maintain appropriate books and records with respect to the investment and assist the Company and the investment advisor when undertaking a suitability analysis before the investment is made. Q: How can I purchase a Certificate? A: If you choose to purchase a Certificate in this offering, in addition to having the opportunity to read this Prospectus, you will need to complete and sign an applicable Purchase Application for the Certificate or Certificates in the form attached as Exhibit D to this Prospectus, and pay for the total Certificates purchased at the time you subscribe. The Class A Debt Certificates may be purchased directly from the Company through our wholly owned subsidiary, MP Securities or through an investment advisor that is participating in the Offering. When a purchase is made through MP Securities, you will send your completed and executed Purchase Application, together with your Table of Contents subscription amount to the address listed in How to Purchase a Class A Certificate . For sales made through an investment advisor, a separate Purchase Application will be used. Your subscription will be for the principal amount of Class A Debt Certificates you wish to purchase and should be paid through a certified check, personal check or via the electronic delivery of funds. Once we have received your subscription amount and required documentation, we will either reject or accept your subscription. If accepted, you will be credited with ownership of the Class A Certificate. We will have immediate access to your subscription amount and you will start to accrue interest on your investment at the rate applicable for the Class A Certificate you purchase. Q: How will I receive interest and principal payments on my Class A Debt Certificates? A: We will deposit our payments of interest and principal into an account indicated in your Purchase Application. An accounting of what you have contributed, and amounts accrued on the Class A Certificate you purchase will be maintained by MP Securities and reported through periodic investment statements made available to the investor. Q: What will you do with the proceeds raised from the Offering? A: If we sell all the Class A Debt Certificates, we expect to receive $188.7 million in net proceeds (after deducting selling costs and organization and offering expenses). We expect to use substantially all the net proceeds from this Offering as follows and in the following order of priority: Make interest payments on our outstanding investor debt securities, including the 2024 Class A Debt Certificates; To pay the principal balance due on our debt certificates on their due date; To originate and invest in secured mortgage loans made to evangelical Christian churches, ministries, and educational institutions; To make investments in commercial loans offered to business owners who support the Company s mission of promoting Christian stewardship of their financial resources; To facilitate the expansion of the Company s financial services offerings, including investing in and/or acquiring strategic partners that will assist our wholly owned subsidiary, MP Securities, expand its distribution channels; Invest in various financial instruments to satisfy the Company s liquidity and investment return benchmarks established from time to time; Make investments in business and commercial loans through our strategic partners to enhance investment returns and lessen the Company s primary dependence on mortgage loan investments made to churches and ministries; For working capital and other necessary Company operating expenses; and To pay dividends to our preferred equity owners and make dividend distributions to our equity owners. Table of Contents Q: Can I resell or transfer my Class A Certificate after it has been purchased? A: Yes. Since the Class A Debt Certificates are being offered and sold pursuant to an effective registration statement, the Certificates may be transferred so long as the transfer is documented in a form and manner approved by us. No public market for the Class A Debt Certificates will be available to an investor. Due to the lack of a public trading market for the Class A Debt Certificates, it is unlikely that holders of the Class A Debt Certificates will be able to sell their Certificates easily. If you wish to transfer your Certificate, you should contact us. Table of Contents

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+Prospectus
+ Summary
+ 5
+
+ 
+ Risk Factors
+ 17
+
+ 
+ Use of
+ Proceeds
+ 22
+
+ 
+ Capitalization
+ 23
+
+ 
+ DILUTION
+ 24
+
+ 
+ Description
+ of Capital Stock
+ 26
+
+ Description
+ of Pre-Funded Warrants
+ 31
+
+ Description
+ of Common Warrants
+ 32
+
+ Plan of
+ Distribution
+ 34
+
+ 
+ Legal Matters
+ 36
+
+ 
+ Experts
+ 36
+
+ 
+ Where You
+ Can Find More Information
+ 36
+
+ 
+ Disclosure
+ of Commission Position on Indemnification for Securities Act Liabilities
+ 36
+
+ 
+ Incorporation
+ of Certain Information by Reference
+ 37
+
+ 
+ 
+
+We incorporate by reference
+important information into this prospectus. You may obtain the information incorporated by reference without charge by following the
+instructions under the section of this prospectus entitled "Where You Can Find More Information". You should carefully read
+this prospectus as well as additional information described under the section of this prospectus entitled "Incorporation of Certain
+Information by Reference," before deciding to invest in our Securities.
+
+ 
+
+Unless the context otherwise
+requires, the terms "Seelos," "we," "us" and "our" in this prospectus refer to Seelos
+Therapeutics, Inc., and "this offering" refers to the offering contemplated in this prospectus.

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+PROSPECTUS SUMMARY
+ 
+This summary highlights certain information appearing elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information 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 included elsewhere in this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled Risk Factors and similar headings. You should also carefully read our financial statements, and the exhibits to the registration statement of which this prospectus is a part.
+ 
+Overview
+ 
+Correlate Energy Corp. (formerly Correlate Infrastructure Partners Inc.), together with its subsidiaries (collectively the Company , Correlate , we , us and our ), is a technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions in North America.
+ 
+We focus on real estate assets that have a complex energy profile, but do not have the resources of time, expertise, or capital available to invest in technology and sustainable infrastructure upgrades that will improve the net operating income (NOI) and resiliency of those properties. Complexities for building and property owners can stem from having either (i) a large portfolio of sites in different locations, or (ii) a single location that has a variety of different business processes, operations, and equipment that require a wide skillset of expertise to continually optimize (such as achieving the ISO 50001 standard).
+ 
+We provide property owners and real estate investment trusts (REITs) access to energy experts and solutions via a lean software-driven process. Our process includes end-to-end engineering, finance, project management, and fulfillment services for all major facility energy improvements. Through our processes, we manage client opportunities with the correct experts, solutions, and execution resources across their entire portfolio to help our clients achieve their sustainability mandates, ensure facility uptime, and/or improve bottom-line operating margins. The Company leverages on-demand and in-house experts with our internal systems and technology to turn our clients drive for a competitive edge into a comprehensive energy optimization and management program. Each custom program can significantly lower our client s energy usage, costs, and carbon footprint, thereby improving NOI and providing our clients more flexibility to focus and invest in other areas of their businesses.
+ 
+The Company is also involved in developing microgrid infrastructure in areas that cannot be properly served by centralized electrical infrastructure. Microgrids may be required due to (i) a lack of grid capacity or transmission infrastructure, (ii) a lack of funding available for new buildouts, or (iii) long lead times for utilities to deliver the electricity. Microgrids are emerging as a flexible approach to deploying distributed energy resources that can meet the electricity needs of existing communities and new developments without necessarily being connected to the power grid.
+ 
+Behind our platform is a team of multi-decade industry experts in renewable energy generation, efficiency technology, software development, project finance, supply chain, and construction. The Company s team is composed of serial entrepreneurs and innovators who have built some of the leading companies in the clean energy space, including technology-based startups and F500 divisions. Our CEO, Todd Michaels, has been in the solar industry since 2005, formerly as VP of Product Innovations at SunEdison, Senior Director - Distributed Solar at NRG Energy (NYSE: NRG), and SVP of Project Development and Marketing at Solar Power Partners (acquired by NRG Energy in 2011). Jason Loyet, our Director of Commercial Solar, has over 20 years in the cleantech industry and was a U.S. Department of Energy SunShot Catalyst award winner for his work building the Solar Site Design technology platform. Our Chief Revenue Officer, Dave Bailey, brings over 15 years of executive sales, supply chain management, and energy efficiency experience from Wesco s Distributed Energy Resource division (formerly Westinghouse) and GE Supply. Our CFO, Johan Themaat, has held key financial positions at private, public, and startup companies, including Mission Energy, NGL Energy Partners, and RBS. As CFO of Mission Energy, he led financial strategy, back-office operations, and corporate development. As VP of M&A and Investor Relations of NGL Energy Partners (NYSE:NGL), he was instrumental in executing the acquisition strategy, forecasting, and board communications. He gained his financial experience as an investment banker, including RBS's energy investment bank. Mr. Themaat brings his proficiency in financial strategy, planning and analysis, M&A, and capital-raising to the Company. Jed Freedlander, our Director of Corporate Development, has played a central role in the development of several high-profile Public-Private Partnership (P3) projects in the United States. His expertise in creating sustainable and resilient infrastructure has been instrumental in enhancing communities and driving economic growth. With a career spanning over two decades, Mr. Freedlander has garnered extensive experience in the field of infrastructure development where his roles have encompassed a wide range of responsibilities, from strategic planning to project implementation. Roger Baum, our Executive VP of Operations, has successfully sourced and implemented over $1 billion in projects where Mr. Baum s roles have spanned the entire spectrum of turnkey project delivery, from legal structuring and financing to design and construction. Prior to joining the Company, Mr. Baum was the Vice President of Public-Private Partnerships for CORE Construction, a leading billion-dollar construction management firm in the U.S.
+ 
+ 
+1
+
+Table of Contents
+ 
+We believe that building and property owners will choose our services for actionable, cashflow-positive, NOI-improving energy programs. The Inflation Reduction Act ( IRA ) has had an immediate positive impact on demand for our services. Furthermore, numerous states in the U.S. are setting renewable portfolio standards and goals, in addition to the critical and significant underlying carbon reduction mandates taking effect in the U.S. and beyond. Finally, with environmental, social, and governance ( ESG ) mandates increasingly becoming a priority for businesses, we believe that we are well-positioned to be one of the premier net-zero carbon emissions, smart building platform service and infrastructure providers in the United States.
+ 
+Our Solutions
+ 
+Our management team understands the barriers that are prohibiting the scalable deployment of distributed energy solutions. We have developed innovative processes and tools targeted at bulk real estate owners, educating them on the financial benefits of energy projects, allowing them to compare potential energy upgrade options, and facilitating the implementation of retrofit measures via attractive turnkey offerings with no-money down, 100% funding options. We also provide custom solutions for energy contractors to more efficiently target potential clients and offer more compelling energy services - fully funded and easy to comprehend.
+ 
+We use software to bring together energy project development, institutional project financing, and certified installers into a standardized process that is standardized with strong quality, investment-grade controls. This market-making model allows us to optimize and keep fixed costs low which, in turn, leads to high scalability and improved pricing for consumers while preserving financial returns to project investors and lenders. We do not need to subsidize the marketplace as there are already large pools of installers who need more consistent, quality work.
+ 
+Competitive Strengths
+ 
+Our competitive strengths include the following:
+ 
+Low-Cost Origination with Ongoing Upsell: We have an extensive referral partner network that brings us qualified leads keeping our cost of customer acquisition low. Our referral partner network includes original equipment manufacturers ( OEMs ), industry consultants, facility management providers, and industry peers. Additionally, since we plan to stay with the customer s facility over a multi-year contract, subsequent sales are very low cost and can be coordinated on a timely basis based on market and facility conditions we actively monitor. Our programs facilitate rapid engagements and get facilities to take action to manage their energy. Our proprietary process for site data capture and project development are also used by our third-party energy service/product providers to unlock their regional markets and historic client base. We believe that this provides an aggregation that further reduces our costs and increases the velocity of our growth. It also creates an ecosystem model, which is an integrated set of formal, contracted relationships for project origination, development, financing, and installation of solar, efficiency, storage, and EV charging that combine in-house resources with third-party regional and niche expertise to meet a nationwide scalable offering.
+ 
+Simple, Transparent, Turnkey Customer Experience (Efficiency, Generation, Electric Vehicles (EVs)): When a client opts-in to our program services, they gain access to a multitude of products, services, and installation capacity via a lean software driven process. Facility surveys, analytics, engineering, finance, project management and fulfillment services are all provided from one source for all major energy improvements. We address heating, cooling and lighting solutions, with clean onsite generation, that allows us to reach for net zero goals, while supporting new electric load growth, given high growth applications such as electric vehicle charging impact sites. The current industry standard is separating providers by solution, forcing clients to manage multiple relationships, sort through complex proposals, and manage challenging contractors through completion. Our proactive management and monitoring systems address these issues allowing facility owners to focus on their core business as we provide a transparent turnkey experience for them.
+ 
+Competition Across All Supply Chains: We are not tied to any particular product, equipment type, technology or project finance fund, allowing us to seek the best partner and supplier for each project to our advantage. A majority of facility owners and our clients put a premium on the disaggregation of our products and services for pricing transparency, but seek integrated solutions with a single, simple interface that we provide. Our ability to drive competition across the full supply chain from materials and labor, to project capital given our scale and diverse project portfolio provides us with a consistent margin advantage. Our best-in-class procurement software further drives competition, decisions, insights, and speed to completion of client projects over time.
+ 
+Highly Scalable National Development to Regional/Local Installation: Our team is composed of multi-decade industry experts in sales, technology, project finance, supply chain, and construction. Our team includes serial entrepreneurs and innovators that have built and scaled leading companies in the clean energy space. We are constantly working on achieving the optimal balance between sophisticated, shared, centralized, remote development resources and leveraging local fulfilment teams across the diverse national U.S. markets. We optimize for margin, risk, and customer satisfaction for each opportunity by market.
+ 
+ 
+2
+
+Table of Contents
+ 
+Consistent Ongoing Customer Management via Software Driven Process: We provide unique tools and simple reports online for clients that make clear the benefits, timelines, actions, and approvals required upfront and over time. Our software and solutions allow us to streamline our processes and services without the need for a large-scale customer support staff to manage hundreds of new locations per year. Our internal staff uses customized, best-in-class customer engagement methods and support software to quickly and accurately respond to current and potential clients.
+ 
+Although we believe that our competitive strengths described above will help us achieve our strategic plans, there are also certain challenges that we face and there are risks and limitations that could harm our business and/or inhibit our strategic plans, which include, but are not limited to, the following:
+ 
+ 
+- 
+The amount of indebtedness that we have incurred to date could cause us to be unable to secure financing for our projects and our ongoing operations; 
+
+ 
+ 
+ 
+
+ 
+-
+Our historical losses may continue in the future, and we may not be able to achieve or sustain profitability;
+
+ 
+ 
+ 
+
+ 
+-
+Compliance with regulations has increased our legal and financial compliance costs and demand on our systems and resources, which could make it difficult to execute our strategic plans;
+
+ 
+ 
+ 
+
+ 
+-
+Industry and project related challenges could limit the capital or resources available to complete our projects, and projects might be delayed due to regulatory permitting and utility approvals;
+
+ 
+ 
+ 
+
+ 
+-
+The Company has incurred losses since inception and has not generated positive cash flows from operations. These matters, among others, raise substantial doubt about the Company s ability to continue as a going concern.
+
+ 
+In addition to the foregoing, please review the section entitled Risk Factors commencing on page 10, for a more complete description of the risks that we may experience with respect to our Company.
+ 
+Intellectual Property
+ 
+While the success of our business depends more on such factors as our employees technical expertise and innovative skills, the success of our business also relies on our ability to protect our proprietary technology. Accordingly, we seek to protect our intellectual property rights in a variety of ways. Although we do not currently have any patented technologies that we use in our business, we seek to protect our proprietary technology and other proprietary rights by requiring our employees and contractors to execute confidentiality and invention assignment agreements. We also rely on employee and third-party nondisclosure agreements and other intellectual property protection methods, including proprietary know-how, to protect our confidential information and our other intellectual property.
+ 
+We have registered each of Correlate and the Correlate logo as service marks with the U.S. Patent and Trademark Office.
+ 
+Market Opportunity
+ 
+Solar deployment in the U.S., relative to other energy sources, has reached a tipping point, where in 2023 solar PV grew over 50% year-over-year and is projected to account for over 50% of new generating capacity brought online in the future, according to Wood Mackenzie, the Solar Energy Industries Association, and the U.S. Energy Information Administration ( EIA ), Preliminary Monthly Electric Generator Inventory. Yet market penetration remains below 5% according to the U.S. Energy Information Administration, 2020 Residential Energy Consumption Survey and the 2018 Commercial Energy Consumption Survey. The U.S. Energy Information Administration projects the percentage of U.S. electric capacity additions from solar will grow from 46% in 2022 (18 GWac) to 54% in 2023 (31 GWac), 63% in 2024 (44 GWac), and 71% in 2025 (51 GWac). We believe that our software-centered, asset-light development and financing business model that is focused on continuous design and process improvement will allow solar to achieve large-scale adoption.
+ 
+The EIA estimates that there are 6 million commercial buildings in the U.S. This sector is the largest single consumer of energy in the country - using over $2 trillion of energy each year. The EIA and the U.S. Department of Energy ( DOE ) estimate that up to 30%, or approximately $600 billion, is wasted through inefficiencies, representing 15% of greenhouse gas emissions, according to industry experts. According to the U.S. Green Building Council, as of 2022, only 100,000 buildings in the country have a Leadership in Energy and Environmental Design (LEED) certification, a global rating system that acts as a framework to guide energy efficiency, among others. While energy upgrades have real, tangible results, this reveals that most buildings still lack energy programs. According to the DOE, some of the primary barriers that prevent businesses from adopting energy measures include lack of funding, perceived insufficient return on investment, lack of the ability to investigate and implement projects, and lack of general knowledge and technical expertise to implement and maintain such projects. Despite the hesitancy of building and property owners to investigate and implement such projects, we believe that opportunities for improved energy efficiency, lower costs, and lower carbon emissions are enormous. There are favorable market conditions that point towards market opportunities for us to significantly grow our business. For instance, rapid technological advancements and decreasing costs have driven renewable energy to become the second-most widespread electricity source in the country. The EIA reports that renewable energy reached a record high of 14% of total energy consumption in 2022. Among renewable energy sources, solar power has become predominant, with solar power capacity growing from just 0.34 GW in 2008 to approximately 174.7 GW in 2023, according to the Solar Energy Industries Association ( SEIA ) and Wood Mackensie. When it comes to commercial building retrofits, the Rocky Mountain Institute estimates that portfolio energy optimization is a $290 billion market in the U.S., driving deep financial savings and energy efficiency across the commercial sector.
+ 
+At the same time, the U.S. is increasingly powering itself with clean, renewable energy to strategically phase out carbon pollution by 2050. The U.S. government has recently outlined long-term goals to cut emissions by 50% to 52% by 2030 based on 2005 levels and achieve a net zero economy by 2050. States and local governments are also taking action to phase out carbon pollution. There are 38 states (as well as the District of Columbia) that have a requirement for 100% clean energy by 2050 or earlier. More than 2,000 businesses and financial institutions have partnered with the Science Based Targets initiative ( SBTi ) to reduce their emissions in line with climate science; meanwhile, over 400 corporations worldwide are working with RE100, a corporate initiative of businesses committed to 100% renewable energy. With massive market demand for carbon reduction and energy optimization, we believe that our scalable offerings are well-positioned to meet these goals.
+ 
+ 
+3
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+Table of Contents
+ 
+Listing on the NYSE
+ 
+Our Common Stock is currently quoted on the OTC Market s OTCQB under the symbol CIPI. In connection with this Offering, we intend to apply to have our Common Stock listed on the New York Stock Exchange under the symbol CIPI . This Offering is contingent upon the listing of our Common Stock on the NYSE. If NYSE approves our listing application, we expect to list our Common Stock upon consummation of the Offering, at which point our Common Stock will cease to be traded on the OTCQB. NYSE s listing requirements include, among other things, a stock price threshold. As a result, prior to effectiveness of our registration statement of which this prospectus is a part, we will need to take the necessary steps to meet NYSE s listing requirements, including, but not limited to, effectuating a reverse split of our Common Stock (as further discussed below). Prices of our Common Stock as reported on the OTCQB may not be indicative of the prices of our Common Stock if our Common Stock were traded on the NYSE. If NYSE does not approve the listing of our Common Stock, we will not proceed with this Offering. There can be no assurance that our listing application will be approved or that our Common Stock will be listed on NYSE.
+ 
+Reverse Stock Split
+ 
+We intend to effect a 1-for-6 reverse stock split of our outstanding Common Stock concurrently with the effectiveness of the registration statement of which this prospectus is a part, and prior to the closing of this Offering. No fractional shares will be issued in connection with the reverse stock split and all such fractional shares resulting from the reverse stock split will be rounded up to the nearest whole number. The shares issuable upon the exercise of our outstanding warrants and the exercise prices of such warrants will be adjusted to reflect the reverse stock split. Unless otherwise noted, the share and per share information in this prospectus reflects, other than in our financial statements and the notes thereto, the intended 1-for-6 reverse stock split. There will be no effect on the number of shares of Common Stock or preferred stock authorized for issuance under our articles of incorporation or the par value of such securities.
+ 
+Principal Risks
+ 
+We are subject to various risks discussed in detail under Risk Factors starting on page 10 of this prospectus and which include risks related to the following:
+ 
+ 
+ 
+our history of losses and our inability to achieve or sustain profitability in the future;
+
+ 
+ 
+the going concern qualification in our audited financial statements;
+
+ 
+ 
+our growth strategy depends on the widespread adoption of solar power and renewable energy technology;
+
+ 
+ 
+our ability to compete successfully against other companies that provide services that compete with ours;
+
+ 
+ 
+our ability to complete our projects at a cost or on a timeline that provides acceptable returns;
+
+ 
+ 
+competition we face from traditional regulated electric utilities, from less-regulated third party energy service providers and from new renewable energy companies;
+
+ 
+ 
+the risk of a material reduction in the retail price of traditional utility-generated electricity or electricity from other sources;
+
+ 
+ 
+the limited number of suppliers in the solar industry and the risks associated with the acquisition of any of these suppliers by a competitor or any shortage, delay, quality issue, price change, or other limitations in our ability to obtain components or technologies we use in our projects;
+
+ 
+ 
+our ability to attract third-party project financing or capital sources to finance or purchase completed projects from us;
+
+ 
+ 
+the harm we will suffer if we do not proceed with projects under development or our inability to complete the construction of, or capital improvements to, facilities on schedule or within budget;
+
+ 
+ 
+our ability to effectively manage our growth;
+
+ 
+ 
+4
+
+Table of Contents
+ 
+ 
+ 
+our inability to realize the anticipated benefits of acquisitions and our inability to successfully integrate these acquisitions;
+ 
+ 
+our growth depends on the success of our relationships with third parties;
+ 
+ 
+our inability to recruit and retain qualified technicians, advisors, industry professionals, as well as the risk that members of our board of directors, key executives, key employees or consultants discontinue their employment or consulting arrangements with us;
+ 
+ 
+the requirements of being a public company may strain our resources, divert management s attention and affect our ability to attract and retain qualified board members and officers;
+ 
+ 
+our management has limited experience in operating a public company;
+ 
+ 
+our results of operations may fluctuate from quarter to quarter which may make our future performance difficult to predict and which may cause our results of operations for a particular period to fall below expectations, either of which could result in a decline in the price of our Common Stock;
+
+ 
+ 
+our ability to retain key management personnel;
+ 
+ 
+our need to raise additional capital;
+ 
+ 
+failure to develop and maintain an effective system of internal control over financial reporting and to remedy material weaknesses that have been identified in our internal control over financial reporting;
+ 
+ 
+material adverse effects that could result from the extensive regulation of our business;
+ 
+ 
+any reductions or modifications to, or the elimination of, governmental incentives or policies that support solar energy;
+ 
+ 
+our ability to overcome technical, regulatory and economic barriers to the purchase and use of solar energy;
+ 
+ 
+the risk that we may in the future be named in legal proceedings, become involved in regulatory inquiries, or be subject to litigation;
+ 
+ 
+our ability to successfully protect our intellectual property rights, and claims of infringement by others;
+ 
+ 
+the limited trading market for our shares;
+ 
+ 
+we are subject to the penny stock rules, which may adversely affect the trading in our Common Stock;
+ 
+ 
+our officers, directors and 10% or greater stockholders collectively own a majority of our outstanding common stock and, as long as they do so, they will be able to control the outcome of stockholder voting;
+ 
+ 
+the dilution of our shares as a result of the issuance of additional shares of Common Stock or preferred stock, which may occur without stockholder approval;
+
+ 
+ 
+the volatility of our stock price;
+ 
+ 
+limited trading volume and price fluctuations of our stock;
+ 
+ 
+the decline in the price of our stock due to offers or sales of substantial number of shares by holders of our Common Stock whose stock is restricted from immediate resale but which may be sold into the market in the future; and
+ 
+ 
+our ability to meet the initial or continuing listing requirements of the NYSE.
+ 
+Corporate Information
+ 
+Our executive offices are located at 176 S. Capitol Blvd., 2nd Floor, Boise, Idaho 83702. Our main telephone number is (855) 264-4060. Our main website is www.correlate.energy, the contents of which are not incorporated by reference into this prospectus.
+ 
+ 
+5
+
+Table of Contents

parsed_sections/prospectus_summary/2024/CIK0001368365_remark_prospectus_summary.txt

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus. This summary may not contain all the information that you should consider before determining whether to invest in our securities. You should read the entire prospectus carefully, including the information included in the Risk Factors section, as well as our consolidated financial statements, notes to the consolidated financial statements and the other information included in this prospectus, before making an investment decision. Business Overview Remark Holdings, Inc. and its subsidiaries ( Remark , we , us , or our ) are primarily technology-focused. The proprietary data and AI software platform we developed serves as the basis for our development and deployment of computer vision products, computing devices and software-as-a-service solutions for businesses in many industries and geographies. We were originally incorporated in Delaware in March 2006 as HSW International, Inc., we changed our name to Remark Media, Inc. in December 2011, and as our business continued to evolve, we changed our name to Remark Holdings, Inc. in April 2017. Our common stock, par value $0.001 per share, is listed on the Nasdaq Capital Market under the ticker symbol MARK . On February 12, 2024, we were notified by the Staff of Nasdaq that they have determined to delist our common stock from The Nasdaq Stock Market based upon our non-compliance with the net income standard in Listing Rule 5550(b)(3) and the annual shareholders meeting requirement in Listing Rule 5620(a). Trading of our common stock will be suspended at the opening of business on February 14, 2024. Thereafter, Nasdaq will file a Form 25-NSE with the SEC to formally delist our common stock. Nasdaq has not specified the exact date on which the Form 25-NSE will be filed. In connection with the suspension of trading on Nasdaq, we expect that our common stock will trade under its current trading symbol MARK on the OTC Markets system, effective with the open of the markets on the day that Nasdaq notifies the Financial Industry Regulatory Authority of the delisting, which we expect will be February 14, 2024, such that we do not expect any loss of ability to trade our common stock. Though we may request a hearing before the Nasdaq Listing and Hearing Review Council to review the determination, we do not intend to request such a hearing. Our website is www.remarkholdings.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. Corporate Structure We are a holding company incorporated in Delaware and not a Chinese operating company. As a holding company, we conduct most of our operations through our subsidiaries, each of which is wholly owned. We have historically conducted a significant part of our operations through contractual arrangements between our WFOE and certain VIEs based in China to address challenges resulting from laws, policies and practices that may disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese government. We were the primary beneficiary of the VIEs because the contractual arrangements governing the relationship between the VIEs and our WFOE, which included an exclusive call option agreement, exclusive business cooperation agreement, a proxy agreement and an equity pledge agreement, enabled us to (i) exercise effective control over the VIEs, (ii) receive substantially all of the economic benefits of the VIEs, and (iii) have an exclusive call option to purchase, at any time, all or part of the equity interests in and or assets of the VIEs to the extent permitted by Chinese laws. Because we were the primary beneficiary of the VIEs, we consolidated the financial results of the VIEs in our consolidated financial statements in accordance with GAAP. We terminated all of the contractual arrangements between the WFOE and the VIEs and exercised our rights under the exclusive call option agreements between the WFOE and the VIEs such that, effective as of September 19, 2022, we obtained 100% of the equity ownership of the entities we formerly consolidated as VIEs and which we now consolidate as wholly-owned subsidiaries. The securities offered pursuant to this prospectus are securities of Remark, the Delaware holding company, not of the VIEs. The following diagram illustrates our corporate structure, including our significant subsidiaries, as of the date of this prospectus. The diagram omits certain entities which are immaterial to our results of operations and financial condition. We are subject to certain legal and operational risks associated with having a significant portion of our operations in China. Chinese laws and regulations governing our current business operations, including the enforcement of such laws and regulations, are sometimes vague and uncertain and can change quickly with little advance notice. The Chinese government may intervene in or influence the operations of our China-based subsidiaries at any time and may exert more control over offerings conducted overseas and or foreign investment in China-based issuers, which could result in a material change in our operations and or the value of our securities. In addition, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or become worthless. In recent years, the Chinese government adopted a series of regulatory actions and issued statements to regulate business operations in China, including those related to the use of variable interest entities, cybersecurity, data security, export control and anti-monopoly concerns. As of the date of this prospectus, we have neither been involved in any investigations on cybersecurity review initiated by any Chinese regulatory authority, nor received any inquiry, notice or sanction. As of the date of this prospectus, no relevant laws or regulations in China explicitly require us to seek approval from the CSRC for any securities listing. As of the date of this prospectus, we have not received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC or any other Chinese governmental authorities relating to securities listings. However, since these statements and regulatory actions are newly published, official guidance and related implementation rules have not all been issued. It is highly uncertain what potential impact such modified or new laws and regulations will have on our ability to conduct our business, accept investments or list or maintain a listing on a U.S. or foreign exchange. As of the date of this prospectus, we are not required to seek permissions from the CSRC, the Cyberspace Administration of China (the CAC ), or any other entity that is required to approve our operations in China. Nevertheless, Chinese regulatory authorities may in the future promulgate laws, regulations or implement rules that require us or our subsidiaries to obtain permissions from such regulatory authorities to approve our operations or any securities listing. Holding Foreign Companies Accountable Act The HFCA Act was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such shares from being traded on a national securities exchange or in the over the counter trading market in the United States. On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction. The Consolidated Appropriations Act, 2023, which was signed into law on December 29, 2022, amended the HFCA Act to reduce the number of consecutive non-inspection years required to trigger the trading prohibition under the HFCA Act from three years to two years. On December 16, 2021, the PCAOB issued a report on its determination that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by Chinese and Hong Kong authorities in those jurisdictions. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, taking the first step toward opening access for the PCAOB to completely inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB vacated its 2021 determination that the positions taken by authorities in mainland China and Hong Kong prevented it from inspecting and investigating completely registered public accounting firms headquartered in those jurisdictions. In view of the PCAOB s decision to vacate its 2021 determination and until such time as the PCAOB issues any new adverse determination, the SEC has stated that there are no issuers at risk of having their securities subject to a trading prohibition under the HFCA Act. Each year, the PCAOB will reassess its determinations on whether it can inspect and investigate completely audit firms in China, and if, in the future, the PCAOB determines it cannot do so, or if Chinese authorities do not allow the PCAOB complete access for inspections and investigations for two consecutive years, companies engaging China-based public accounting firms would be delisted pursuant to the HFCA Act. Our auditor, Weinberg Company, an independent registered public accounting firm headquartered in the United States, is currently subject to PCAOB inspections and has been inspected by the PCAOB on a regular basis. However, if the PCAOB is unable to inspect the work papers of our accounting firm in the future, such lack of inspection could cause trading in our common stock to be prohibited under the HFCA Act. The cessation of trading of our common stock, or the threat of our common stock being prohibited from being traded, may materially and adversely affect the value of your investment. See Risk Factors Risks Relating to Doing Business in China Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate our auditors. Transfer of Cash or Assets Dividend Distributions As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to Remark. We have never declared or paid dividends or distributions on our common equity. We currently intend to retain all available funds and any future consolidated earnings to fund our operations and continue the development and growth of our business therefore, we do not anticipate paying any cash dividends. Under Delaware law, a Delaware corporation s ability to pay cash dividends on its capital stock requires the corporation to have either net profits or positive net assets (total assets less total liabilities) over its capital. If we determine to pay dividends on any of our common stock in the future, as a holding company, we may rely on dividends and other distributions on equity from our subsidiaries for cash requirements, including the funds necessary to pay dividends and other cash contributions to our stockholders. Our WFOE s ability to distribute dividends is based upon its distributable earnings. Current Chinese regulations permit our WFOE to pay dividends to its shareholder only out of its registered capital amount, if any, as determined in accordance with Chinese accounting standards and regulations, and then only after meeting the requirement regarding statutory reserve. If our WFOE incurs debt in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Any limitation on the ability of our WFOE to distribute dividends or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business. In addition, any cash dividends or distributions of assets by our WFOE to its stockholder are subject to a Chinese withholding tax of as much as 10%. The Chinese government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of China. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. If we are unable to receive all of the revenues from our operations through our China-based subsidiaries, we may be unable to pay dividends on our common stock. Summary of Risk Factors Investing in our securities involves a high degree of risk. You should review carefully all of the information contained in this prospectus before making an investment in our securities. The following list summarizes some, but not all, of these risks. Please read the information in the section titled Risk Factors for a more thorough description of these and other risks. Risks Relating to This Offering The issuance and sale of shares of common stock to Ionic under the Amended ELOC Purchase Agreement will likely cause substantial dilution and the price of our common stock to decline. We may not have access to the full amount available under the Amended ELOC Purchase Agreement with Ionic. Ionic will pay less than the then-prevailing market price for our common stock, which could cause the price of our common stock to decline. It is not possible to predict the actual number of shares we will sell under the Amended ELOC Purchase Agreement to the selling stockholder, or the actual gross proceeds resulting from those sales. Investors who buy shares in this offering at different times will likely pay different prices. Our need for future financing may result in the issuance of additional securities, which will cause investors to experience dilution. Risks Relating to Our Corporate Structure We have historically relied on contractual arrangements with the VIEs and their shareholders for a significant portion of our business operations which are regulated by the Chinese government. If the Chinese government determines that such contractual arrangements did not comply with Chinese regulations, or if these regulations change or are interpreted differently in the future, we could be subject to penalties, and our common stock may decline in value or even become worthless. Our contractual arrangements with the former VIEs may be subject to scrutiny by China s tax authorities. Any adjustment of related party transaction pricing could lead to additional taxes, and therefore substantially reduce our consolidated net income and the value of your investment. Risks Relating to Doing Business in China Changes in China s economic, political, social or geopolitical conditions or in U.S.-China relations, as well as possible interventions and influences of any government policies and actions, could have a material adverse effect on our business and operations and the value of our common stock. Uncertainties with respect to the Chinese legal system could adversely affect us. We may be liable for improper use or appropriation of personal information provided by our customers and any failure to comply with Chinese laws and regulations over data security could result in materially adverse impact on our business, results of operations and the value of our common stock. Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate our auditors. Risks Relating to Our Business and Industry The continuing impacts of COVID-19 are highly unpredictable and could be significant, and may have an adverse effect on our business and financial results. Laws and regulations concerning data privacy are continually evolving. Failure to comply with these laws and regulations could harm our business. Our continuous access to publicly-available data and to data from partners may be restricted, disrupted or terminated, which would restrict our ability to develop new products and services, or to improve existing products and services, which are based upon our AI platform. Our AI software and our application software are highly technical and run on very sophisticated third-party hardware platforms. If such software or hardware contains undetected errors, our AI solutions may not perform properly and our business could be adversely affected. The successful operation of our AI platform will depend upon the performance and reliability of the Internet infrastructure in China. Our outstanding senior secured loan agreements contain certain covenants that restrict our ability to engage in certain transactions and may impair our ability to respond to changing business and economic conditions. Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business. We may be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely against us, materially disrupt our business. We face intense competition from larger, more established companies, and we may not be able to compete effectively, which could reduce demand for our services. If we do not effectively manage our growth, our operating performance will suffer and our financial condition could be adversely affected. Risks Relating to our Company We have a history of operating losses and we may not generate sufficient revenue to support our operations. We may not have sufficient cash to repay our outstanding senior secured indebtedness. Our independent registered public accounting firm s reports for the fiscal years ended December 31, 2022 and 2021 have raised substantial doubt regarding our ability to continue as a going concern. We continue to evolve our business strategy and develop new brands, products and services, and our future prospects are difficult to evaluate. Risks Relating to Our Common Stock Our failure to meet the continued listing requirements of the Nasdaq Stock Market has resulted in the delisting of our common stock, which could have negative effects on investor confidence and our ability to raise financing. Our stock price has fluctuated considerably and is likely to remain volatile, and various factors could negatively affect the market price or market for our common stock. Holders of our warrants will have no rights as a common stockholder until they exercise their warrants and acquire our common stock. A significant number of additional shares of our common stock may be issued under the terms of existing securities, which issuances would substantially dilute existing stockholders and may depress the market price of our common stock. Provisions in our corporate charter documents and under Delaware law could make an acquisition of Remark more difficult, which acquisition may be beneficial to stockholders. The regulation of penny stocks by the SEC and FINRA may discourage the tradability of our common stock or other securities. Our common 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. Consolidating Financial Schedules The following tables depict the financial position, results of operations and cash flows on a consolidated basis of the Company and its subsidiaries (including the former VIEs) as of and for the nine months ended September 30, 2023, as of and for the year ended December 31, 2022, and the financial position, results of operations and cash flows on a consolidated basis for Company, the WFOE, other owned operating subsidiaries and the consolidated former VIEs, with any eliminating adjustments listed separately, as of and for the year ended December 31, 2021. On December 21, 2022, we effected the 1-for-10 Reverse Split of our common stock. The amounts of common stock and additional paid-in capital in the stockholders equity (deficit) section of the balance sheet as of the year ended December 31, 2021 have been retroactively adjusted to reflect the effects of the Reverse Split. Prior to our acquisition of 100% of the equity ownership of the entities we formerly consolidated as VIEs, we funded the registered capital and operating expenses of the VIEs on behalf of the shareholders of the VIEs by making advances to, or on behalf of, the VIEs. The contractual arrangements governing the relationship between the VIEs and our WFOE, which included an exclusive call option agreement, exclusive business cooperation agreement, a proxy agreement and an equity pledge agreement, enabled us to (i) exercise effective control over the VIEs, (ii) receive substantially all of the economic benefits of the VIEs, and (iii) have an exclusive call option to purchase, at any time, all or part of the equity interests in and or assets of the VIEs to the extent permitted by Chinese laws. Specifically, the exclusive business cooperation agreement allowed the WFOE to charge a fee to the VIEs equal to as much as 95% of their net income. Accordingly, we determined that our interests, both directly and indirectly from the VIEs, represented rights to returns that could potentially be significant to such VIEs. Since the exclusive business cooperation agreement gave us discretion regarding when to charge a fee to the VIEs, and since the VIEs had a significant accumulated deficit, we never charged fees to the VIEs. We, therefore, did not record intercompany revenue or expense related to the exclusive business cooperation agreement. Historically, the VIEs have used all of their cash for operations and did not have cash reserves equal to 50% of their registered capital. Therefore, the VIEs were not able to pay amounts due to us or to the WFOE. Due to the inability of the VIEs to pay amounts due to us or to the WFOE and the uncertainty regarding the timing of when they might have gained the ability to pay, any cash that we or the WFOE advance to or on behalf of the VIEs was recorded as an increase to the investment in VIEs rather than as intercompany loans or intercompany accounts receivable accounts payable. The following tables do not, therefore, reflect any intercompany balances other than the investments themselves and the liability for VIE losses in excess of investment (as described after the tables below). Additionally, cash currently only flowed from us, the WFOE or our other owned operating subsidiaries to the VIEs it did not flow in the opposite direction. REMARK HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheet As of September 30, 2023 ($ in thousands) Consolidated Total (Unaudited) Assets Cash$270 Trade accounts receivable, net3,043 Inventory, net455 Deferred cost of revenue5,899 Prepaid expense and other current assets801 Total current assets10,468 Property and equipment, net1,106 Operating lease assets678 Other long-term assets146 Total assets$12,398 Liabilities Accounts payable$8,578 Advances from related parties1,030 Obligations to issue common stock9,184 Accrued expense and other current liabilities9,353 Contract liability363 Notes payable (past due)16,472 Total current liabilities44,980 Operating lease liabilities, long-term336 Total liabilities45,316 Stockholders Deficit Preferred stock Common stock20 Additional paid-in-capital378,022 Accumulated other comprehensive loss(1,229) Accumulated deficit(409,731) Total stockholders deficit(32,918) Total liabilities and stockholders deficit$12,398 REMARK HOLDINGS, INC. AND SUBSIDIARIES Consolidated Balance Sheet As of December 31, 2022 ($ in thousands) Consolidated Total Assets Cash$52 Trade accounts receivable, net3,091 Inventory, net308 Deferred cost of revenue7,463 Prepaid expense and other current assets1,374 Total current assets12,288 Property and equipment, net1,699 Operating lease assets180 Other long-term assets269 Total assets$14,436 Liabilities and Stockholders Deficit Accounts payable$9,602 Advances from related parties1,174 Liability related to convertible debenture1,892 Accrued expense and other current liabilities7,222 Contract liability308 Notes payable, net14,607 Total current liabilities34,805 Operating lease liabilities, long-term56 Total liabilities34,861 Common stock12 Additional paid-in-capital368,945 Accumulated other comprehensive loss(859) Accumulated deficit(388,523) Total stockholders deficit(20,425) Total liabilities and stockholders deficit$14,436 REMARK HOLDINGS, INC. AND SUBSIDIARIES Consolidating Balance Sheets (Unaudited) As of December 31, 2021 ($ in thousands) CorporateWFOEOther Owned Operating SubsidiariesVIEsEliminating EntriesConsolidated Total Assets Cash$13,239 $26 $682 $240 $ $14,187 Trade accounts receivable17 2 14 10,234 10,267 Inventory, net1,288 58 1,346 Investment in marketable securities42,349 42,349 Prepaid expense and other current assets1,710 111 17 4,525 6,363 Total current assets58,603 139 713 15,057 74,512 Property and equipment, net328 29 357 Operating lease assets113 81 194 Investment in WFOE 3,089 (3,089) Investment in other owned operating subsidiaries4,437 (4,437) Investment in VIEs8,801 1,644 (10,445) Other long-term assets416 24 440 Total Assets$72,698 $139 $5,475 $15,162 $(17,971)$75,503 Liabilities and Stockholders' Equity (Deficit) Accounts payable$3,169 $ $450 $6,475 $ 10,094 Accrued expense and other current liabilities2,665 127 588 2,583 5,963 Contract liability80 331 165 576 Notes payable, net27,811 27,811 WFOE losses in excess of investment7,914 (7,914) VIE losses in excess of investment 4,506 (4,506) Total current liabilities41,639 4,964 1,038 9,223 (12,420)44,444 Operating lease liabilities - long term25 25 Total Liabilities41,664 4,964 1,038 9,223 (12,420)44,469 Common stock11 163 (163)11 Additional paid-in capital364,333 19,899 42,627 28,310 (90,836)364,333 Accumulated other comprehensive income (loss)(270)(318)160 (1,268)1,426 (270) Accumulated deficit(333,040)(24,406)(38,350)(21,266)84,022 (333,040) Total stockholders' equity (deficit)31,034 (4,825)4,437 5,939 (5,551)31,034 Total liabilities and stockholders' equity (deficit)$72,698 $139 $5,475 $15,162 $(17,971)$75,503 REMARK HOLDINGS, INC. SUBSIDIARIES Condensed Consolidated Statement of Operations and Comprehensive Loss Nine Months Ended September 30, 2023 ($ in thousands) Consolidated Total Revenue$4,176 Cost and expense Cost of revenue (excluding depreciation and amortization)3,220 Sales and marketing1,093 Technology and development1,504 General and administrative8,920 Depreciation and amortization178 Impairments392 Total cost and expense15,307 Operating loss(11,131) Other income (expense) Interest expense(3,351) Finance cost related to obligations to issue common stock(6,712) Other gain, net(14) Total other expense, net(10,077) Loss before income taxes(21,208) Provision for income taxes Net loss$(21,208) Other comprehensive income Foreign currency translation adjustments(370) Comprehensive loss$(21,578) REMARK HOLDINGS, INC. SUBSIDIARIES Consolidated Statement of Operations and Comprehensive Loss Year Ended December 31, 2022 ($ in thousands) Consolidated Total Revenue$11,666 Cost and expense Cost of revenue (excluding depreciation and amortization)11,331 Sales and marketing971 Technology and development2,101 General and administrative18,399 Depreciation and amortization166 Total cost and expense32,968 Operating loss(21,302) Other expense Interest expense(6,073) Finance cost on liability related to convertible debenture(1,422) Loss on investment(26,356) Other loss, net(339) Total other expense, net(34,190) Income loss from before income taxes(55,492) Benefit from income taxes9 Net loss$(55,483) Other comprehensive loss Foreign currency translation adjustments(589) Comprehensive loss$(56,072) REMARK HOLDINGS, INC. SUBSIDIARIES Consolidating Statement of Operations and Comprehensive Income (Loss) (Unaudited) Year Ended December 31, 2021 ($ in thousands) CorporateWFOEOther Owned Operating SubsidiariesVIEsEliminating EntriesConsolidated Total Revenue$3,387 $268 $385 $11,950 $ $15,990 Cost and expense Cost of revenue (excluding depreciation and amortization)1,786 314 85 9,270 11,455 Sales and marketing264 152 274 281 971 Marketing expense (recovery) (1,530) (1,530) Technology and development1,630 1,288 1,774 4,692 General and administrative12,667 165 491 797 14,120 Depreciation and amortization133 10 48 191 Total cost and expense16,480 631 2,148 10,640 29,899 Operating income (loss)(13,093)(363)(1,763)1,310 (13,909) Other income (expense) Interest expense(2,298) (10) (2,308) Other income (expense), net(601)3 6 (592) Change in fair value of warrant liability123 123 Gain on investment revaluation43,642 43,642 Gain on debt extinguishment425 425 Other gain90 10 100 Share in net income of WFOE947 (947) Share in net loss of other owned operating subsidiaries(1,763) 1,763 Share in net income of VIEs 1,307 (1,307) Total other income (expense), net40,565 1,310 6 (491)41,390 Income (loss) from operations$27,472 $947 $(1,763)$1,316 $(491)$27,481 Provision for income taxes (9) (9) Net income (loss)$27,472 $947 $(1,763)$1,307 $(491)$27,472 Other comprehensive loss Foreign currency translation adjustments 260 4 (313)5 (44) Comprehensive income (loss)$27,472 $1,207 $(1,759)$994 $(486)$27,428 The information in this prospectus is not complete and may be changed. The selling stockholder 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 offers to buy these securities in any state where such offer or sale is not permitted. Subject to Completion, Dated February 14, 2024 Preliminary Prospectus 20,000,000 Shares of Common Stock ___________________________ This prospectus relates to the proposed resale by the selling stockholder named in this prospectus or its permitted assigns of up to an aggregate of 20,000,000 shares of our common stock, with a par value of $0.001 per share (the common stock ), which may be issued pursuant to a purchase agreement dated as of October 6, 2022 (the Original ELOC Purchase Agreement ), as amended by those certain letter agreements by and between Remark Holdings, Inc. ( Remark ) and Ionic Ventures LLC ( Ionic ), dated as of January 5, 2023 July 12, 2023 August 10, 2023 September 15, 2023 and February 14, 2024 and by the first amendment, dated January 9, 2024, to the purchase agreement dated as of October 6, 2022 (as amended, the Amended ELOC Purchase Agreement ), including (A) shares of common stock which may be issued and sold to Ionic for cash (the Purchase Shares ), (B) additional shares of common stock (equal to 2.5% of the number of Purchase Shares) issued for no consideration (the Commitment Shares ), (C) shares of common stock which may be issued upon termination of the Amended ELOC Purchase Agreement under certain circumstances to satisfy the termination fee (the Additional Commitment Shares ), and (D) shares of common stock which are issuable to Ionic if we fail to file a resale registration statement covering the shares issuable to Ionic pursuant to the Amended ELOC Purchase Agreement (the Filing Default Shares ) or have such resale registration statement declared effective (the Effectiveness Default Shares ) by the deadlines specified in a registration rights agreement, dated October 6, 2022, by and between Remark and Ionic (the Registration Rights Agreement ). Shares issuable under the Amended ELOC Purchase Agreement, if and when they are sold pursuant to the terms of the Amended ELOC Purchase Agreement, will be sold at a per share price equal to 80% (subject to decrease under certain circumstances) of the average of the two lowest VWAPs over a specified measurement period. See the sections of this prospectus entitled Prospectus Summary The Offering and The Ionic Transactions for more detail regarding the sale of shares under the Amended ELOC Purchase Agreement. On January 24, 2024, Ionic notified us that we were in default under the Amended ELOC Purchase Agreement such that the per share price under currently outstanding Purchase Notices (as defined on page 20) is 60% of the average of the two lowest VWAPs over the specified measurement period. Any additional shares sold pursuant to Purchase Notices submitted prior to the date when the registration statement of which this prospectus forms a part is declared effective will be sold at a per share price equal to 60% of the average of the two lowest VWAPs over a specified measurement period, while any shares sold pursuant to Purchase Notices submitted subsequent to the date when the registration statement of which this prospectus forms a part is declared effective will be sold at a per share price equal to 80% (subject to decrease under certain circumstances). We are not selling any securities under this prospectus and will not receive any proceeds from the sale of securities by the selling stockholder. The selling stockholder may offer all or a portion of the shares for resale from time to time through public or private transactions, at then prevailing market prices (and not fixed prices). The REMARK HOLDINGS, INC. SUBSIDIARIES Condensed Consolidated Statement of Cash Flows Nine Months Ended September 30, 2023 ($ in thousands) Consolidated Total Cash flows from operating activities Net loss $(21,208) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 178 Share-based compensation 149 Cost of extending note payable750 Finance cost related to obligations to issue common stock6,712 Accrued interest included in note payable1,139 Impairment of assets392 Provision for doubtful accounts138 Other 224 Changes in operating assets and liabilities Accounts receivable (593) Inventory83 Deferred cost of revenue1,564 Prepaid expense and other assets 85 Operating lease assets (503) Accounts payable, accrued expense and other liabilities 1,437 Contract liability 90 Operating lease liabilities 280 Net cash used in operating activities (9,083) Cash flows from investing activities Purchases of property, equipment and software (32) Net cash used in investing activities (32) Cash flows from financing activities Proceeds from obligations to issue common stock - ELOC7,000 Proceeds from obligations to issue common stock - Debentures2,500 Advances from related parties1,002 Repayments of advances from related parties(1,145) Repayments of debt (24) Net cash provided by (used in) financing activities 9,333 Net change in cash 218 Cash Beginning of period 52 End of period $270 selling stockholder will bear all commissions and discounts, if any, attributable to the sale of our securities. We will bear all costs, expenses and fees in connection with the registration of the securities registered hereunder. Ionic is an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the Securities Act ). The securities being offered hereby may be sold by the selling stockholder to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the section of this prospectus entitled Plan of Distribution on page 69. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Our common stock was trading on the Nasdaq Capital Market under the symbol MARK , but will be delisted from Nasdaq on February 14, 2024 . On December 21, 2022, we effected a 1-for-10 reverse split of our common stock ( the Reverse Split ). The last reported sales price of our common stock on the Nasdaq Capital Market on February 12, 2024 was $0.50 per share. On February 12, 2024, we were notified by the Listing Qualifications Department (the Staff ) of The Nasdaq Stock Market LLC ( Nasdaq ) that the Staff has determined to delist our common stock from The Nasdaq Stock Market based upon our non-compliance with the net income standard in Listing Rule 5550(b)(3) and the annual shareholders meeting requirement in Listing Rule 5620(a). Trading of our common stock will be suspended at the opening of business on February 14, 2024. Thereafter, Nasdaq will file a Form 25-NSE with the SEC to formally delist our common stock. Nasdaq has not specified the exact date on which the Form 25-NSE will be filed. In connection with the suspension of trading on Nasdaq, we expect that our common stock will trade under its current trading symbol MARK on the OTC Markets system, effective with the open of the markets on the day that Nasdaq notifies the Financial Industry Regulatory Authority of the delisting, which we expect will be February 14, 2024, such that we do not expect any loss of ability to trade our common stock. Though we may request a hearing before the Nasdaq Listing and Hearing Review Council to review the determination, we do not intend to request such a hearing. We are a holding company incorporated in Delaware and not a Chinese operating company. As a holding company, we conduct most of our operations through our subsidiaries, each of which is wholly owned. We have historically conducted a significant part of our operations through contractual arrangements with certain variable interest entities ( VIEs ) based in China to address challenges resulting from laws, policies and practices that may disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese government. Because our contractual arrangements with the VIEs provided us with the power to direct the activities of the VIEs, for accounting purposes we were the primary beneficiary of the VIEs and we consolidated the financial results of the VIEs in our consolidated financial statements in accordance with U.S. generally accepted accounting principles ( GAAP ). We terminated all of the contractual arrangements with the VIEs and exercised our rights under the exclusive call option agreements such that, effective as of September 19, 2022, we obtained 100% of the equity ownership of the entities we formerly consolidated as VIEs and which we now consolidate as wholly-owned subsidiaries. For more information regarding the VIEs, see Prospectus Summary Corporate Structure. We are subject to certain legal and operational risks associated with having a significant portion of our operations in China. Chinese laws and regulations governing our current business operations are sometimes vague and uncertain, and as a result these risks could result in a material change in our operations, significant depreciation of the value of our common stock, or a complete hindrance of our ability to offer or continue to offer our securities to investors. In recent years, the Chinese government adopted a series of regulatory actions and issued statements to regulate business operations in China, including those related to the use of variable interest entities, cybersecurity, data security, export control and anti-monopoly concerns. As of the date of this prospectus, we have neither been involved in any investigations on cybersecurity review initiated by any Chinese regulatory authority, nor received any inquiry, notice or sanction. As of the date of this prospectus, no relevant laws or regulations in China explicitly REMARK HOLDINGS, INC. SUBSIDIARIES Consolidated Statement of Cash Flows Year Ended December 31, 2022 ($ in thousands) Consolidated Total Cash flows from operating activities Net loss $(55,483) Adjustments to reconcile net loss to net cash used in operating activities Depreciation, amortization and impairments 166 Share-based compensation 1,697 Amortization of debt issuance costs and discount 2,189 Cost of extending note payable283 Finance cost on liability related to convertible debenture1,422 Stock issuances for services performed500 Loss on investment 26,356 Provision for doubtful accounts2,882 Other (182) Changes in operating assets and liabilities Accounts receivable 3,650 Inventory1,033 Deferred cost of revenue(6,874) Prepaid expense and other assets 4,213 Operating lease assets 1 Accounts payable, accrued expense and other liabilities 1,745 Contract liability (251) Operating lease liabilities 37 Net cash used in operating activities (16,616) Cash flows from investing activities Proceeds from sale of investment6,332 Purchases of property, equipment and software (448) Payment of amounts capitalized to software in progress(1,063) Net cash provided by investing activities 4,821 Cash flows from financing activities Proceeds from debt issuance 2,703 Advances from related parties3,256 Repayments of debt (6,217) Repayment of advances from related parties(2,082) Net cash used in financing activities (2,340) Net change in cash (14,135) Cash Beginning of period 14,187 End of period $52 require us to seek approval from the China Securities Regulatory Commission (the CSRC ) for any securities listings. As of the date of this prospectus, we have not received any inquiry, notice, warning or sanctions from the CSRC or any other Chinese governmental authorities relating to securities listings. However, since these statements and regulatory actions are newly published, official guidance and related implementation rules have not all been issued. It is highly uncertain what potential impact such modified or new laws and regulations will have on our ability to conduct our business, accept investments or list or maintain a listing on a U.S. or foreign exchange. See Risk Factors Risks Relating to Doing Business in China. As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to our Company. Under Delaware law, a Delaware corporation s ability to pay cash dividends on its capital stock requires the corporation to have either net profits or positive net assets (total assets less total liabilities) over its capital. If we determine to pay dividends on any of our common stock in the future, as a holding company, we will rely on dividends or distributions made from the subsidiaries to Remark, the Delaware holding company. Current Chinese regulations permit our wholly foreign-owned enterprise ( WFOE ) based in China to pay dividends to its shareholder only out of registered capital amount, if any, as determined in accordance with Chinese accounting standards and regulations, and then only after meeting the requirement regarding statutory reserve. If our WFOE incurs debt in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Any limitation on the ability of our WFOE to distribute dividends or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business. In addition, any cash dividends or distributions of assets by our WFOE to its stockholder are subject to a Chinese withholding tax of as much as 10%. The Chinese government also imposes controls on the conversion of Renminbi ( RMB ) into foreign currencies and the remittance of currencies out of China. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. If we are unable to receive all of the revenues from our operations through our China-based subsidiaries, we may be unable to pay dividends on our common stock. See Prospectus Summary Transfer of Cash or Assets. The Holding Foreign Companies Accountable Act (the HFCA Act ) was enacted on December 18, 2020. The HFCA Act states that if the Securities and Exchange Commission (the SEC ) determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board (the PCAOB ) for three consecutive years beginning in 2021, the SEC shall prohibit such shares from being traded on a national securities exchange or in the over the counter trading market in the United States. On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction. The Consolidated Appropriations Act, 2023, which was signed into law on December 29, 2022, amended the HFCA Act to reduce the number of consecutive non-inspection years required to trigger the trading prohibition under the HFCA Act from three years to two years. On December 16, 2021, the PCAOB issued a report on its determination that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by Chinese and Hong Kong authorities in those jurisdictions. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, taking the first step toward opening access for the PCAOB to completely inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB vacated its 2021 determination that the positions taken by authorities in mainland China and Hong Kong prevented it from inspecting and investigating completely registered public accounting firms headquartered in those jurisdictions. In view of the PCAOB s decision to vacate its 2021 determination and until such time as the PCAOB issues any new adverse determination, the SEC has stated that there are no issuers at risk of having their securities subject to a trading prohibition under the HFCA Act. Each year, the PCAOB will reassess its determinations on whether it can inspect and investigate completely audit firms in China, and if, in the future, the PCAOB determines it cannot do so, or if Chinese authorities do not allow the PCAOB complete access for inspections and investigations for two consecutive years, companies engaging China-based public accounting firms would be delisted pursuant to the HFCA Act. REMARK HOLDINGS, INC. SUBSIDIARIES Consolidating Statement of Cash Flows (Unaudited) Year Ended December 31, 2021 ($ in thousands) CorporateWFOEOther Owned Operating SubsidiariesVIEsEliminating EntriesConsolidated Total Cash flows from operating activities Net income (loss) $27,472 $947 $(1,763)$1,307 $(491)$27,472 Adjustments to reconcile net income (loss) to net cash used in operating activities Change in fair value of warrant liability (123) (123) Depreciation, amortization and impairments 133 10 48 191 Share-based compensation 4,060 4,060 Amortization of debt issuance costs and discount880 880 Gain on investment in marketable securities (43,642) (43,642) Gain on debt extinguishment (425) (425) Share in net income of WFOE(947) 947 Share in net loss of other owned operating subsidiaries1,763 (1,763) Share in net income of VIEs (1,307) 1,307 Financing cost of converting note payable to common stock44 44 Provision for doubtful accounts 297 297 Other 41 258 17 (286) 30 Changes in operating assets and liabilities Accounts receivable 156 (12)(5,877) (5,733) Inventory(526) (1)54 (473) Prepaid expenses and other current assets 260 (107)(13)(4,260) (4,120) Operating lease assets 91 7 195 293 Accounts payable, accrued expense and other liabilities(1,086)(114)335 1,832 967 Contract liability (69)325 21 277 Operating lease liabilities (90) (79) (169) Net cash provided by (used in) operating activities (12,008)9 (1,427)(6,748) (20,174) Cash flows from investing activities Proceeds from investment2,322 2,322 Purchases of property, equipment and software (183) (40) (223) Other cash outflows resulting from transactions with WFOE, net(754) 754 Other cash outflows resulting from transactions with other owned operating subsidiaries, net(2,140) 2,140 Other cash outflows resulting from transactions with VIEs, net(5,956)(754) 6,710 Net cash used in investing activities (6,711)(754)(40) 9,604 2,099 Cash flows from financing activities Proceeds from issuance of common stock, net 5,692 5,692 Proceeds from debt issuance 32,216 32,216 Repayments of debt (6,500) (6,500) Other cash inflows resulting from transactions with corporate, net 754 2,140 5,956 (8,850) Other cash inflows resulting from transactions with WFOE, net 754 (754) Net cash provided by financing activities 31,408 754 2,140 6,710 (9,604)31,408 Net change in cash 12,689 9 673 (38) 13,333 Cash Beginning of period 550 17 9 278 854 End of period $13,239 $26 $682 $240 $ $14,187 Investment in VIEs VIE Losses in Excess of Investment As we have been building our artificial intelligence business, the VIEs have incurred net losses from operations in excess of the amounts we have advanced to the VIEs. Since we committed to funding the VIEs to continue growing the business, we showed as a liability the amount by which the accumulated net losses of the VIEs exceed our investment in the VIEs. The following table rolls forward the balance of VIE losses in excess of investment CorporateWFOEOther Owned Operating Subsidiaries Investment in VIEs (VIE losses in excess of investment), December 31, 2020$2,814 $(6,251)$1,654 Cash provided to VIEs5,956 754 Share in net income of VIEs 1,307 Share in accumulated other comprehensive income of VIEs (313) Other31 (3)(10) Investment in VIEs (VIE losses in excess of investment), December 31, 2021$8,801 $(4,506)$1,644 Our Address Our principal executive offices are located at 800 S. Commerce Street, Las Vegas, NV 89106, and our telephone number is (702) 701-9514. Before you invest in any of the securities offered hereby, you should carefully consider all the information in this prospectus, including matters set forth under the heading Risk Factors. The Offering Pursuant to the Amended ELOC Purchase Agreement, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Ionic to purchase up to an aggregate of $50,000,000 of shares Our auditor, Weinberg Company, an independent registered public accounting firm headquartered in the United States, is currently subject to PCAOB inspections and has been inspected by the PCAOB on a regular basis. However, if the PCAOB is unable to inspect the work papers of our accounting firm in the future, such lack of inspection could cause trading in our common stock to be prohibited under the HFCA Act, and as a result, an exchange may determine to delist our common stock. The delisting and the cessation of trading of our common stock, or the threat of our common stock being delisted and prohibited from being traded, may materially and adversely affect the value of your investment. As used in this prospectus, references to the Company, Remark, we, us or our refer to Remark Holdings, Inc., the Delaware holding company, and its subsidiaries (including the entities which we formerly consolidated as VIEs and which we now consolidate as wholly-owned subsidiaries). Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading Risk Factors beginning on page 10 of this prospectus before investing 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. The date of this prospectus is ____________________, 2024 of our common stock, which shall include the Purchase Shares, the Commitment Shares, the Additional Commitment Shares, the Filing Default Shares (if any) and the Effectiveness Default Shares (if any) over the 36-month term of the Amended ELOC Purchase Agreement. We currently have reserved 20,000,000 shares of our authorized and unissued shares of common stock solely for the purpose of effecting purchases of the shares under the Amended ELOC Purchase Agreement. Under the Amended ELOC Purchase Agreement, we have the right to present Ionic with a purchase notice (each, a Purchase Notice ) directing Ionic to purchase any amount up to $3,000,000 of our common stock per trading day, at a per share price equal to 80% (subject to decrease under certain circumstances) of the average of the two lowest VWAPs over a specified measurement period. With each purchase under the Amended ELOC Purchase Agreement, we are required to deliver to Ionic an additional number of shares equal to 2.5% of the number of Purchase Shares deliverable upon such purchase. The number of shares that we can issue to Ionic from time to time under the Amended ELOC Purchase Agreement shall be subject to the Beneficial Ownership Limitation. Though the Amended ELOC Purchase Agreement generally only permits us to issue a Purchase Notice when any previous measurement periods have completed, such limitation does not apply (i.e., we can issue Purchase Notices during ongoing measurement periods) as long as the dollar amount of outstanding Purchase Notices for which we have not been able to issue all shares of our common stock related to such Purchase Notices as a result of the Beneficial Ownership Limitation is less than $7,000,000. In addition, Ionic will not be required to buy any shares of our common stock pursuant to a Purchase Notice on any trading day on which the closing trade price of our common stock is below $0.25, as amended by a January 5, 2023 Letter Agreement (the January Letter Agreement ). We will control the timing and amount of sales of our common stock to Ionic. Ionic has no right to require any sales by us, and is obligated to make purchases from us as directed solely by us in accordance with the Amended ELOC Purchase Agreement. The Amended ELOC Purchase Agreement provides that we will not be required or permitted to issue, and Ionic will not be required to purchase, any shares under the Amended ELOC Purchase Agreement if such issuance would violate Nasdaq rules, and we may, in our sole discretion, determine whether to obtain stockholder approval to issue shares in excess of 19.99% of our outstanding shares of common stock if such issuance would require stockholder approval under Nasdaq rules. On December 6, 2022, we received stockholder approval to issue in excess of 19.99% of our outstanding shares of common stock pursuant to the Original ELOC Purchase Agreement. Ionic has agreed that neither it nor any of its agents, representatives and affiliates will engage in any direct or indirect short-selling or hedging our common stock during any time prior to the termination of the Amended ELOC Purchase Agreement. While the Original ELOC Purchase Agreement could have been terminated by us if certain conditions to commence had not been satisfied by December 31, 2022, we and Ionic agreed that all conditions for commencement under the Amended ELOC Purchase Agreement were satisfied and the parties have commenced transacting under the Amended ELOC Purchase Agreement. The Amended ELOC Purchase Agreement may also be terminated by us at any time after commencement, at our discretion provided, however, that if we sell less than $25,000,000 to Ionic (other than as a result of our inability to sell shares to Ionic as a result of the Beneficial Ownership Limitation, our failure to have sufficient shares authorized or our failure to obtain stockholder approval to issue more than 19.99% of our outstanding shares), we will pay to Ionic a termination fee of $3,750,000, which is payable, at our option, in cash or in shares of common stock, as Additional Commitment Shares, at a price equal to the closing price on the day immediately preceding the date of receipt of the termination notice. Further, the Amended ELOC Purchase Agreement will automatically terminate on the date that we sell, and Ionic purchases, the full $50,000,000 amount under the agreement or, if the full amount has not been purchased, on the expiration of the 36-month term of the Amended ELOC Purchase Agreement. Concurrently with entering into the Original ELOC Purchase Agreement, we also entered into registration rights agreement with Ionic (the Registration Rights Agreement ) dated October 6, 2022, in which we agreed to file one or more registration statements, as necessary, to register under the Securities Act of 1933 (the Securities Act ) the resale of the shares of our common stock issuable to Ionic under the Amended ELOC Purchase Agreement and the shares of common stock that may be issued to Ionic if we fail to comply with our obligations in the Registration Rights Agreement. The SEC has already declared the initial registration statement effective but, pursuant to the Registration Rights Agreement, we must file any additional registration statements within 14 days of the need to register additional shares arising and use commercially reasonable efforts to have such resale registration statements declared effective by the SEC on or before the earlier of (i) 30 days after filing (or 90 days if such registration statement is subject to full review by the SEC) and (ii) the 2nd business day after we are notified we will not be subject to further SEC review. The Registration Rights Agreement also requires us to use our commercially TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2

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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 titled 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 section titled 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 TRACON, the company, we, us and our refer to TRACON Pharmaceuticals, Inc. and its consolidated subsidiaries. Company Overview We are a clinical-stage biopharmaceutical company utilizing a cost-efficient, CRO-independent, product development platform to advance our pipeline of novel targeted cancer therapeutics and to partner with other life science companies. Our clinical-stage pipeline includes: Envafolimab, a PD-L1 single-domain antibody given by rapid subcutaneous injection that is being studied in the pivotal ENVASARC trial for sarcoma; YH001, a potential best-in-class CTLA-4 antibody in Phase 1 development; and TRC102, a Phase 2 small molecule drug candidate for the treatment of lung cancer. We are actively seeking additional corporate partnerships through a profit-share or revenue-share partnership, or through franchising our product development platform. We believe it can serve as a solution for companies without clinical and commercial capabilities in the United States or who wish to become CRO-independent. Corporate Information We were incorporated in the state of Delaware on October 28, 2004. Our principal executive offices are located at 4350 La Jolla Village Dr., Suite 800, San Diego, California 92122, and our telephone number is (858) 550-0780. Our corporate website address is www.traconpharma.com and we regularly post copies of our press releases as well as additional information about us on our website. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act 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 Offering Common stock offered by us shares 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 % 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 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 are being sold to the public in this offering, minus $0.01, and the exercise price of each pre-funded warrant will be $0.01 per share of common stock. Each pre-funded warrant will be exercisable immediately for a period from its issuance date. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of such pre-funded warrants. See the section titled 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 and certain related parties, would own more than % 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 %, provided that any increase in such percentage shall not be effective until 61 days after notice to us. Common stock outstanding after this offering shares (assuming no sale of any pre-funded warrants). Use of proceeds We currently expect to use the net proceeds from this offering for working capital and general corporate purposes, which may include research and development expenses and general and administrative expenses. For additional information please refer to the section titled Use of Proceeds of this prospectus. 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. PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 12, 2024 PROSPECTUS Shares of Common Stock Pre-Funded Warrants to Purchase up to Shares of Common Stock _____________________ We are offering in a best-efforts offering up to shares of our common stock at a public offering price of $ per share. 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 % 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 and certain related parties, would own more than % 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 %, provided that any increase in such percentage shall not be effective until 61 days after notice to us. The purchase price of each pre-funded warrant will equal the price per share at which shares of our common stock are being sold to the public in this offering, minus $0.01, and the exercise price of each pre-funded warrant will equal $0.01 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 pre-funded warrants. This offering will terminate on , 2024, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The public offering price per share (or pre-funded warrant) will be fixed for the duration of this offering. We have engaged , or the placement agent, to act as our exclusive placement agent in connection with the securities offered by this prospectus. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering, and the placement agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. Our common stock is listed on the Nasdaq Capital Market under the symbol TCON. On , 2024, the closing price for our common stock, as reported on The Nasdaq Capital Market, was $ per share.

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+PROSPECTUS SUMMARY 1

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+As filed with the Securities and Exchange Commission on May 24, 2024 File No. 333-275715 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 BANTEC, INC. (Exact name of registrant as specified in its charter) Delaware 3721 30-0967943 (State or jurisdiction of incorporation or organization) Primary Standard Industrial Classification Code Number IRS Employer Identification Number 37 Main Street, Sparta NJ 07871 Telephone: (203) 220-2296 (Address and telephone number of principal executive offices) VCorp Services, LLC 1013 Centre Road, Suite 403-B Wilmington, DE 19805 (888) 528-2677 (Name, address and telephone number of agent for service) with a copy to: Matheau J. W. Stout, Esq. 201 International Circle, Suite 230 Hunt Valley, Maryland 21030 Telephone: (410) 429-7076 Approximate date of proposed sale to the public: as soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company: in Rule 12b-2 of the Exchange Act (Check one): 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 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. The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the 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 state or other jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, Dated May 24, 2024 PROSPECTUS BANTEC, INC. 250,000,000 SHARES COMMON STOCK This prospectus relates to the resale of up to 250,000,000 shares of our common stock, par value $0.0001 per share, by GHS Investments, LLC ( GHS ), which are Put Shares that we will put to GHS pursuant to the Purchase Agreement. GHS may also be referred to in this document as the Selling Security Holder. The Purchase Agreement with GHS provides that GHS is committed to purchase up to $10,000,000 of our common stock under certain terms and conditions. We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Purchase Agreement. The Put Shares included in this prospectus represent a portion of the shares issuable to GHS under the Purchase Agreement. GHS is an underwriter within the meaning of the Securities Act in connection with the resale of our common stock under the Purchase Agreement. No other underwriter or person has been engaged to facilitate the sale of shares of our common stock in this offering. This offering will terminate 24 months after the registration statement to which this prospectus is made a part is declared effective by the SEC. GHS will pay us 80% of the Market Price during the Pricing Period. Following an up-list to the NASDAQ or equivalent national exchange, the Purchase Price shall be ninety percent (90%) of the lowest volume weighted average price ( VWAP ) during the relevant Pricing Period, subject to a floor price of $0.0135 per share, below which the Company shall not deliver a Put. We will not receive any proceeds from the sale of these shares of common stock offered by Selling Security Holder. However, we will receive proceeds from the sale of our Put Shares under the Purchase Agreement. The proceeds will be used for general administrative expenses as well as for accounting and audit fees. We will bear all costs associated with this registration. The shares of our common stock registered hereunder are being offered for sale by Selling Security Holder at prices established on OTCMarkets during the term of this offering. These prices will fluctuate based on the demand for our common stock. On May 13, 2024, the closing price of our common stock was $0.007 per share. We are using the closing price of $0.007 per share for illustration purposes, as it is close to the average of the 52 week high and low, which are $0.1 and $ 0.0052 as of May 13, 2024. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS IN THIS PROSPECTUS BEGINNING ON PAGE 7 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. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information from that contained in this prospectus. 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 our common stock. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. We will receive no proceeds from the sale of the shares of common stock sold by GHS. However, we will receive proceeds from the sale of securities pursuant to our exercise of the Put Right. The Date of This Prospectus Is: May 24, 2024 BANTEC, INC. Table of Contents PAGE Summary 1

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+II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Henderson, Nevada, on the 15th day of April, 2024. FORWARDLY, INC. By: /s/ George Sharp Name: George Sharp Title: Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Sharp as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, 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, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any 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, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ George Sharp President, CEO (principal executive officer and principal financial officer) April 15, 2024 George Sharp and Director /s/ Leonard J. Harris Director April 15, 2024 II-7

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+PROSPECTUS SUMMARY 1 THE OFFERING 4 RISK FACTORS 7 USE OF PROCEEDS 55 DETERMINATION OF OFFERING PRICE 56 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 57 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 58 OUR BUSINESS 89 MANAGEMENT 102 EXECUTIVE COMPENSATION 110 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 126 PRINCIPAL SECURITYHOLDERS 131 SELLING SECURITYHOLDERS 133 DESCRIPTION OF OUR SECURITIES 137 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 146 SECURITIES ACT RESTRICTIONS ON RESALE OF OUR SECURITIES 151 PLAN OF DISTRIBUTION 152 LEGAL MATTERS 155 EXPERTS 155 CHANGE IN REGISTRANT S CERTIFYING ACCOUNTANT 156 WHERE YOU CAN FIND MORE INFORMATION 157 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 158 SIGNATURES II-8 POWER OF ATTORNEY II-8 INDEX TO FINANCIAL STATEMENTS F-1 PART II - INFORMATION NOT REQUIRED IN PROSPECTUS II-1 You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus, filed with the Securities and Exchange Commission (the SEC ). Neither we, nor the Selling Securityholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Securityholders are offering to sell, and seeking offers to buy, our securities 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 any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States: Neither we, nor the Selling Securityholders, have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the SEC before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement. i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using the shelf registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Common Stock issuable upon the exercise of any Warrants. We will not receive any proceeds from the sale of shares of Common Stock underlying the Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section titled Where You Can Find More Information. iLearningEngines, Inc. (formerly known as Arrowroot Acquisition Corp. ( ARRW ), a Delaware corporation ( New iLearningEngines or the Company ), previously entered into that certain Agreement and Plan of Merger and Reorganization, dated as of April 27, 2023 (as amended, the Merger Agreement ), with ARAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Arrowroot Acquisition Corp. ( Merger Sub ), and iLearningEngines Inc., a Delaware corporation ( Legacy iLearningEngines ). On April 16, 2024, the Company consummated the merger transactions contemplated by the Merger Agreement (the Business Combination ) whereby Merger Sub merged with and into Legacy iLearningEngines with the separate corporate existence of Merger Sub ceasing and Legacy iLearningEngines surviving the merger as a wholly owned subsidiary of the Company. In connection with the consummation of the Business Combination, ARRW changed its name from Arrowroot Acquisition Corp. to iLearningEngines, Inc. and Legacy iLearningEngines changed its name from iLearningEngines Inc. to iLearningEngines Holdings, Inc. Unless the context indicates otherwise, references in this prospectus to the Company, iLearningEngines, we, us, our and similar terms refer to iLearningEngines, Inc. (f/k/a Arrowroot Acquisition Corp.) and its consolidated subsidiaries (including Legacy iLearningEngines). References to ARRW refer to the predecessor company prior to the consummation of the Business Combination. ii SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements contained in this prospectus constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements include statements regarding our intentions, beliefs and current expectations and projections concerning, among other things our results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. In some cases, you can identify these forward-looking statements by the use of terminology such as outlook, believes, expects, potential, continues, may, will, should, could, seeks, approximately, predicts, intends, plans, estimates, anticipates or the negative version of these words or other comparable words or phrases. The forward-looking statements contained in this prospectus reflect our current views about the Business Combination and future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. There are no guarantees that the transactions and events described will happen as described (or that they will happen at all). As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: our ability to recognize the anticipated benefits of the Business Combination which may be affected by, among other things, competition and our ability to grow and manage growth profitably; our ability to maintain the listing of our Common Stock and warrants on the Nasdaq Capital Market, and the potential liquidity and trading of such securities; changes in applicable laws or regulations; our ability to execute our business model; our ability to attract and retain customers and expand customers use of our products and services our ability to raise capital; the possibility that we may be adversely affected by other economic, business and/or competitive factors our success in retaining or recruiting, or changes required in, our officers, key employees or directors; our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; our business, operations and financial performance including: our history of operating losses and expectations of significant expenses and continuing losses for the foreseeable future; our ability to execute our business strategy, including the growth potential of the markets for our products and our ability to serve those markets; our ability to grow market share in our existing markets or any new markets we may enter; our ability to develop and maintain our brand and reputation; our ability to partner with other companies; iii our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; our ability to manage our growth effectively; the outcome of any legal proceedings that may be instituted against us; and unfavorable conditions in our industry, the global economy or global supply chain, including financial and credit market fluctuations, international trade relations, pandemics, political turmoil, natural catastrophes, warfare, and terrorist attacks. In addition, statements that iLearningEngines believes, the Company believes or we believe and similar statements reflect our beliefs and opinions on the relevant subjects. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Except to the extent required by applicable law, we are under no obligation (and expressly disclaim any such obligation) to update or revise our forward-looking statements whether as a result of new information, future events, or otherwise. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled Risk Factors. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). iv FREQUENTLY USED TERMS A&R Registration Rights Agreement means that certain Amended and Restated Registration Rights Agreement entered into at Closing by and among iLearningEngines, the members of Sponsor, certain former stockholders of Legacy iLearningEngines. ARRW or Arrowroot means Arrowroot Acquisition Corp. (which was renamed iLearningEngines, Inc in connection with the consummation of the Business Combination). ARRW IPO means ARRW s initial public offering, consummated on March 4, 2021. ARRW Units means equity securities of us, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant. Business Combination means the transactions contemplated by the Merger Agreement, including, among other things, the Merger. Closing means the closing of the Business Combination. Closing Date means April 16, 2024, the date on which the Closing occurred. Common Stock means the shares of our common stock, $0.0001 par value per share. DGCL means the General Corporation Law of the State of Delaware. Fourth Promissory Note means the unsecured promissory note in the principal amount of $2,000,000 in favor of the Sponsor Arrowroot issued on June 13, 2023. IPO means Arrowroot s initial public offering of Arrowroot Units, consummated on March 4, 2021. IPO Promissory Note means an unsecured promissory note the Sponsor issued to the Company on December 21, 2020, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. Legacy iLearningEngines means iLearningEngines Holdings, Inc., a Delaware corporation which, pursuant to the Business Combination, became a direct, wholly owned subsidiary of iLearningEngines, Inc., and, unless the context otherwise requires, its consolidated subsidiaries. Merger means the merger of Merger Sub, a direct, wholly owned subsidiary of ARRW, with and into Legacy iLearningEngines, with Legacy iLearningEngines continuing as the surviving entity. Merger Agreement means that certain Agreement and Plan of Merger and Reorganization, dated as of April 27, 2023, with Merger Sub and Legacy iLearningEngines. Merger Sub means ARAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ARRW. v Private Placement Warrants means the 8,250,000 warrants purchased by the Sponsor in connection with the ARRW IPO in a private placement transaction occurring simultaneously with the closing of the ARRW IPO. Promissory Notes means, collectively, the IPO Promissory Note, First Promissory Note, Second Promissory Note, Third Promissory Note and Fourth Promissory Note. Public Warrants means the 14,374,975 warrants included as a component of the ARRW Units sold in the ARRW IPO, each of which is exercisable, at an exercise price of $11.50, for one share of Common Stock, in accordance with its terms. SEC means the U.S. Securities and Exchange Commission. Second Promissory Note means an unsecured promissory note in the principal amount of $500,000 in favor of the Sponsor Arrowroot issued on February 23, 2023. Securities Act means the U.S. Securities Act of 1933, as amended. Sponsor means Arrowroot Acquisition LLC, a Delaware limited liability company. Warrants means the Private Placement Warrants and the Public Warrants. 2024 Convertible Note Purchase Agreement means the convertible note purchase agreement that Legacy iLearningEngines entered into with an investor (the March Investor ) on March 21, 2024, pursuant to which, among other things, Legacy iLearningEngines issued and sold a 2024 Convertible Note (as defined below) to the March Investor with an aggregate principal amount of $700,000. On April 16, 2024, Legacy iLearningEngines entered into the 2024 Convertible Note Purchase Agreement with certain investors (collectively, the April Investors and, together with the March Investor, the 2024 Convertible Note Investors ), pursuant to which, among other things, Legacy iLearningEngines issued and sold to the April Investors convertible notes due in October 2026 ( 2024 Convertible Notes ) with an aggregate principal amount of $28,714,500. Each 2024 Convertible Note accrued interest at a rate of (i) 15% per annum until the aggregate accrued interest thereunder equals 25% of the principal amount of such note, and (ii) 8% per annum thereafter. Immediately prior to the consummation of the Business Combination, each 2024 Convertible Note automatically converted into shares of Legacy iLearningEngines thereby entitling the holder thereof to receive, in connection with the consummation of the Business Combination, a number of shares New iLearningEngines Common Stock (rounded down to the nearest whole share) equal to (i) 2.75, multiplied by the outstanding principal under such Convertible Note, plus all accrued and unpaid interest thereon, divided by (ii) $10.00. vi 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 investing in our securities, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth in the sections titled Risk Factors, Business and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the notes thereto included elsewhere in this prospectus, before deciding to invest in our shares of common stock. For purposes of this section, unless otherwise indicated or the context otherwise requires, all references to iLearningEngines, the Company, we, our, ours, us or similar terms refer to iLearningEngines, Inc. and its consolidated subsidiaries after the Closing. Overview iLearningEngines is an out-of-the-box AI platform that empowers customers to productize their institutional knowledge and generate and infuse insights in the flow-of-work to drive mission critical business outcomes. iLearningEngines customers productize their institutional knowledge by transforming it into actionable intellectual property that enhances outcomes for employees, customers and other stakeholders. Since its commercial deployment in 2018, our platform has enabled enterprises to build intelligent Knowledge Clouds that incorporate large volumes of structured and unstructured information across disparate internal and external systems, and automate organizational processes that leverage these Knowledge Clouds to improve performance. Our Learning Automation offering addresses the corporate learning market and our Information Intelligence offering addresses the information management, analytics and automation markets. We combine our offerings with vertically focused capabilities and data models to operationalize AI and automation to effectively and efficiently address critical challenges facing our customers. Our customers utilize our platform to analyze and address employee knowledge gaps, provide personalized cognitive assistants or chatbots, and make predictive decisions based on real-time insights. Legacy iLearningEngines was incorporated in 2010 as iHealthEngines Inc. and changed its name to iLearningEngines Inc. in 2018. On April 16, 2024, we completed the Business Combination, and Legacy iLearningEngines changed its name to iLearningEngines Holdings, Inc. Implications of Being an Emerging Growth Company and Smaller Reporting Company We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and therefore we intend to take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in this prospectus, our periodic reports and our proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1.00 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2026. Additionally, we are a smaller reporting company as defined in Item 10 (f) (1) of Regulation S-K, which allows us to take advantage of certain exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the shares of our Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, and (ii) our annual revenue exceeded $100 million during such completed fiscal year or the market value of the shares of our Common Stock held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Implications of Being a Controlled Company Our Chief Executive Officer and Chairman of the Board, Harish Chidambaran, and his wife, Preeta Chidambaran, beneficially own 96,764,327 shares of our Common Stock, representing approximately 71.7% of the voting power of iLearningEngines, Inc. as of June 24, 2024. Under Nasdaq rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a controlled company. Accordingly, we are a controlled company within the meaning of Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements. Although we do not intend to rely on the controlled company exemptions under Nasdaq rules, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. See Risk Factors Risks Related the Ownership of Our Securities As long as our principal stockholders hold a majority of the voting power of our capital stock, we may rely on certain exemptions from the corporate governance requirements of Nasdaq available for controlled companies. 1 Summary of Risk Factors Below is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary, as well as other risks and uncertainties that we face, can be found under the section titled Risk Factors in this prospectus. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties. You should carefully consider the risks and uncertainties described under the section titled Risk Factors as part of your evaluation of an investment in our securities: Risks Related to Our Business We have a history of net losses and could continue to incur substantial net losses in the future. Our recent rapid growth may not be indicative of our future growth. our rapid growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. We may not be able to successfully manage its growth and, if we are not able to grow efficiently, we may not be able to reach or maintain profitability, and its business, financial condition, and results of operations could be harmed. Because we derive substantially all of our revenue from its learning automation and information intelligence offerings, failure of this platform to satisfy customer demands could adversely affect our business, results of operations, financial condition, and growth prospects. If we are unable to attract new customers, its business, financial condition, and results of operations will be adversely affected. A limited number of contracted customers represent a substantial portion of our revenue and ARR. If we fail to retain these contracted customers, our revenue and ARR could decline significantly. We rely on a channel partner for key business development, administrative, operational and other functions that are important to its business. The loss of this service provider could materially and adversely affect our business, results of operations and financial condition. The markets in which we participate are competitive and, if we do not compete effectively, our business, financial condition, and results of operations could be harmed. The success of our platform relies on the ability of our AI-enabled ecosystem to create broad solutions across corporate functions, and a failure to do so would adversely affect our business, financial condition, and results of operations. If we fail to retain and motivate members of our management team or other key employees or to integrate new team members, fail to execute management transitions, or fail to attract additional qualified personnel to support our operations, our business and future growth prospects could be harmed. Market adoption of automated learning solutions is relatively new and may not grow as we expect, which may harm our business and results of operations. We rely on our channel partners to generate a substantial amount of our revenue, and if we fail to expand and manage our distribution channels, our revenue could decline and our growth prospects could suffer. If we are not able to introduce new features or services successfully and to make enhancements to our platform or products, our business and results of operations could be adversely affected. 2 We target enterprise customers, and sales to these customers involve risks that may not be present or that are present to a lesser extent with sales to smaller entities. Real or perceived errors, failures, or bugs in our platform and products could adversely affect our business, results of operations, financial condition, and growth prospects. Incorrect or improper implementation or use of our platform and products could result in customer dissatisfaction and harm our business, results of operations, financial condition, and growth prospects. If we are unable to ensure that our platform integrates with a variety of software applications that are developed by others, including our integration partners, we may become less competitive and our results of operations may be harmed. Our outstanding indebtedness could adversely affect our financial condition and our ability to operate our business and pursue our business strategies and we may not be able to generate sufficient cash flows to meet our debt service obligations. We rely on data sets from our customers. If we are not able to acquire or utilize such data sets, or regulations limit it from doing so, our business, financial condition, and results of operations could be adversely affected. We are subject to stringent and changing obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences. Any failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could impair our ability to protect our proprietary technology and our brand. Our management has identified material weaknesses in our internal control over financial reporting and they may identify additional material weaknesses in the future. If we fail to remediate the material weaknesses or if we otherwise fail to establish and maintain effective control over financial reporting, it may adversely affect our ability to accurately and timely report our financial results, and may adversely affect investor confidence and business operations. The common stock being offered in this prospectus represents a substantial percentage of our outstanding common stock, and the sales of such shares, or the perception that these sales could occur, could cause the market price of our common stock to decline significantly. Please see the section titled Risk Factors beginning on page 7 of this prospectus for a discussion of these and other factors you should consider in evaluating our business. Corporate Information Our principal executive office is located at 6701 Democracy Blvd, Suite 300, Bethesda, Maryland 20817 and our telephone number is (650) 248-9874. Our corporate website address is www.ilearningengines.com. Information contained on or accessible through 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. We and our subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable , and SM symbols. 3 THE OFFERING Issuance of Common Stock Shares of Common Stock offered by us Up to 22,624,975 shares of Common Stock, including shares of Common Stock issuable upon exercise of the Private Placement Warrants and Public Warrants, consisting of (i) up to 8,250,000 shares of Common Stock that are issuable upon the exercise of up to 8,250,000 Private Placement Warrants, and (ii) up to 14,374,975 shares of Common Stock that are issuable upon the exercise of up to 14,374,975 Public Warrants. Shares of Common Stock outstanding prior to the exercise of all Warrants 134,970,114 shares (as of April 16, 2024). Shares of Common Stock outstanding assuming exercise of all Warrants 157,595,089 shares (based on total shares outstanding as of April 16, 2024). Exercise price of Warrants $11.50 per share, subject to adjustment as described herein. Use of proceeds We will receive up to an aggregate of approximately $260.2 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes. Due to the uncertainty regarding the exercise of the Warrants, none of our projected liquidity requirements discussed in this prospectus assume the receipt of any proceeds from the exercise of the Warrants. The exercise price of our Public Warrants and Private Placement Warrants is $11.50 per warrant, which exceeds the trading price of our Common Stock as of the date of this prospectus. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. For so long as the trading price for our Common Stock is less than $11.50 per share, meaning the Warrants are out of the money, we believe holders of our Warrants will be unlikely to exercise their warrants. In addition, to the extent that our Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of such Warrants will decrease. The Private Placement Warrants may be exercised for cash or on a cashless basis. The Public Warrants may only be exercised for cash provided there is then an effective statement registering the shares of common stock issuable upon the exercise of such warrants. If there is not a then-effective registration statement, then such warrants may be exercised on a cashless basis, pursuant to an available exemption from registration under the Securities Act. See the section titled Use of Proceeds. Resale of Common Stock and Warrants Shares of Common Stock offered by the Selling Securityholders We are registering the resale by the Selling Securityholders named in this prospectus, or their permitted transferees, an aggregate of 100,774,669 shares of Common Stock, consisting of: 8,089,532 2024 Convertible Note Shares issued for a total purchase price of $29,414,500 (equivalent to a per share price of $3.64) in satisfaction of the convertible notes payable to such investors; 6,787,500 Founder Shares (160,000 of which were subsequently transferred by the Sponsor to current and former directors of ARRW) originally issued at a price of approximately $0.004 per share in a private placement to the Sponsor prior to ARRW s IPO; 82,091 Meteora Shares issued at a fair value price of $10.00 per share to certain investors as consideration for the non-exercise of redemption rights by such investors in connection with the shareholder meetings preceding the Business Combination; 3,763,378 Lender Shares issued at a fair value price of $10.00 per share as consideration, in part, for the revision of amortization schedules under the WTI Loan Agreements prior to the Business Combination and, after the Business Combination, the repayment in full of all outstanding obligations under the WTI Loan Agreements; 4 460,384 Working Capital Shares issued as consideration for the repayment of $4,510,000 (equivalent to a per share price of $9.80), which represented part of the then-outstanding obligations under unsecured promissory notes issued to ARRW; 78,730 shares of Common Stock issuable upon the vesting and settlement of restricted stock units that were initially granted at no cash cost to the recipients thereof by Legacy iLearningEngines; 71,508,370 Control Shares issued to certain directors and officers at a fair value price of $10.00 per share as merger consideration for such shares originally issued by Legacy iLearningEngines to such directors and officers as consideration for employment and services provided to Legacy iLearningEngines prior to the Business Combination; 511,073 shares of Common Stock that were issued at a price of $5.87 per share pursuant to the BTIG Amendment in connection with the payment of certain Business Combination transaction expenses; 1,022,146 shares of Common Stock that were issued in lieu of payment of deferred underwriting commissions in an aggregate amount of $6,000,000 at a price of $5.87 per share, pursuant to the Fee Modification Agreement, in connection with the Closing; 221,465 shares of Common Stock that were issued at a price of $5.87 per share pursuant to the Cooley Fee Agreement, in connection with the payment of Business Combination transaction expenses; and 8,250,000 shares of Common Stock acquired by the Sponsor at a purchase price of $8,250,000 (equivalent to a per share price of $1.00) issuable upon the exercise of the Private Placement Warrants at a price of $11.50 per share. Given the substantial number of shares of Common Stock being registered for potential resale by Selling Securityholders pursuant to this prospectus, the sale of shares by the Selling Securityholders of a large number of shares, or the perception in the market that the Selling Securityholders of a large number of shares intend to sell shares, could increase the volatility of the market price of our Common Stock or result in a significant decline in the public trading price of our Common Stock. Even if our trading price is significantly below $10.00 per share, the offering price for the units offered in the initial public offering of ARRW, the purchasers of which exchanged their ARRW shares for our Common Stock in the business combination described in this prospectus, the Selling Securityholders may still have an incentive to sell our shares of our Common Stock because they purchased the shares at prices that are significantly lower than the purchase prices paid by our public investors or the current trading price of our Common Stock. While certain of the Selling Securityholders may experience a positive rate of return on their investment in our Common Stock as a result, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in their purchase prices and the trading price. For example, based on the closing price of our Common Stock of $10.49 per share on July 18, 2024 (the July 18, 2024 Closing Price ): (i) the holders of the 2024 Convertible Note Shares would experience a potential profit of up to approximately $6.85 per share, or up to approximately $55.4 million in the aggregate; (ii) the holders of the Founder Shares would experience a potential profit of up to approximately $10.49 per share that they purchased prior to the initial public offering of ARRW, or up to approximately $71.2 million in the aggregate (not giving effect to the issuance of Common Stock issuable upon exercise of the Warrants held by them); (iii) the holders of the Meteora Shares would experience a potential profit of up to approximately $0.49 per share, or up to approximately $0.04 million in the aggregate; (iv) the holders of the Lender Shares would experience a potential profit of up to approximately $0.49 per share, or up to approximately $1.8 million in the aggregate; (v) the holders of the Working Capital Shares would experience a potential profit of up to approximately $0.69 per share, or up to approximately $0.3 million in the aggregate; (vi) the holders of the Unvested Shares would experience a potential profit of up to approximately $10.49 per share, or up to approximately $0.8 million in the aggregate; (vii) the holders of the Control Shares would experience a potential profit of up to approximately $0.49 per share, or up to approximately $35.0 million in the aggregate; (viii) the holders of the BTIG Shares would experience a potential profit of up to approximately $4.62 per share, or up to approximately $2.4 million in the aggregate; (ix) the holders of the Cantor Shares would experience a potential profit of up to approximately $4.62 per share, or up to approximately $4.7 million in the aggregate; (x) the holders of the Cooley Shares would experience a potential profit of up to approximately $4.62 per share, or up to approximately $1.0 million in the aggregate; and (xi) the holders of the Warrant Shares would experience a potential profit of up to approximately $9.49 per share, or up to approximately $78.3 million in the aggregate. 5 Warrants offered by the Selling Securityholders Up to 8,250,000 Private Placement Warrants. Redemption The Public Warrants are redeemable in certain circumstances. See the section titled Description of Our Securities Warrants. Lock-up Provisions Certain of our securityholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods contained in the Amended and Restated Bylaws of the Company.

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+PROSPECTUS SUMMARY The following summary is qualified its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Common Shares, discussed under "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and the related notes, before deciding whether to invest in our Common Shares. As of December 31, 2022, and again on June 30, 2023, our working capital was negative, our products have not been completed for commercialization to date and there is substantial doubt as to our ability to continue as a going concern. Overview We are an emerging growth company located in Alberta, Canada. We have not earned revenues from our operations. We have completed construction of our initial production plant for the commercial production of advanced super activated carbon ("ASAC") products in the fourth quarter of 2023. Plant commissioning is underway as of the date of this prospectus and we plan to commence commercial production in the first quarter of 2024, however we have not yet completed any sales of our ASAC products. Further, while we have entered into letters of intent for the sale of our ASAC products, we do not have any binding commitments for the purchase of our ASAC products as of the date of this prospectus. Accordingly, there is substantial doubt as to our ability to continue as a going concern even after accounting for the proceeds of this offering. Through our wholly owned Alberta, Canada subsidiary, AdvEn Industries Inc. ("AdvEn Industries"), we are engaged in research, development and commercialization of ASAC and dry electrode super adhesive coating ("ESAC") technologies derived from refinery residues and heavy asphaltenes (together "Residues") – the non-volatile components of crude oil. Our products are used for various industrial and commercial applications with improved technical performance compared to other products currently available on the global market. We convert Residues into carbon-based products using a proprietary non-combustible process, thereby diverting them from traditional waste streams such as fuel oil manufacturing, coking for steel and other heavy greenhouse gas emitting uses. The plant, located in Nisku, Alberta, is expected to initially produce up to 400 metric tons per year. We have sufficient plant space and, with proceeds from this public offering, could increase our capacity to up to 800 metric tons and, with a subsequent financing after this public offering, increase from up to 800 metric tons to up to 1,200 metric tons. ASAC is primarily used in super capacitor manufacturing, pharmaceutical manufacturing, industrial manufacturing, liquid and air purification, environmental protection and food and beverage production. We also commenced work on an ESAC pilot study in 2023 and deployed approximately $1.3 million in existing custom designed capital equipment. The project is a pilot study intended to show on a small scale, the methods and procedures to be used in a larger scale commercial facility in the production of dry electrodes. The project is expected to span approximately 12-14 months and conclude in the middle of 2025. During the pilot, we plan to construct a clean room and test our production methods for both super capacitor electrodes and metal ion electrodes. This ESAC pilot study will be located within our ASAC manufacturing plant in Nisku. ESAC electrodes are commonly referred to as "dry electrode" technology by the super capacitor and battery industries and offer simplified manufacturing, lower capital and energy costs and enhanced performance attributes. Located in Alberta, Canada, our offices and manufacturing facility are in close proximity to several refineries where we source our primary raw materials. Additional chemical compounds used in our proprietary manufacturing systems are sourced locally, within North America and internationally depending on price, availability and delivery times. We will produce ASAC that is within customer specifications for the intended purpose of the final product. We will initially sell ASAC to customers who are primary manufacturers or original equipment manufacturers ("OEMs") producing sub-components for our target industry applications and initially to customers located in the People s Republic of China ("PRC") and within North America. We are presently pursuing contracts with customers for our ASAC products as we commission our ASAC plant. Alt-1 We have funded our operations to date in part through funds received from the receipt of grants and subsidies. We have received grants from Sustainable Development Technology Canada ("SDTC") and Alberta Innovates ("AI") in the amounts of $4.04 million (approximately USD$3.0 million)1 and $3.6 million (approximately USD$2.7 million)1, respectively. The proceeds from these two grants have been applied to partially finance our capital expenditures at our Nisku plant. In 2022, we received approximately $2.6 million in grants (approximately USD$1.9 million)1 and $3.6 million in grants in 2021 (approximately USD$2.8 million).2 As part of our financing efforts, we have also received $7.66 million (USD$5.7 million)1 through the issuance of a convertible debenture with multiple closings spanning 2021 and 2022. On June 9, 2023, our Board approved the issuance of up to USD$4 million in Series A Convertible Preferred Shares (the "Series A Preferred Shares") with a paid-in-kind dividend rate of 18% and a mandatory conversion to units immediately prior to the closing of our initial public offering. As of the date of this prospectus, we have issued a total of 1,700 Series A Preferred Shares for USD$1.7 million (approximately $2.25 million).3 Each of the units to which the Series A Preferred Shares will convert into immediately prior to the closing of the initial public offering includes one Common Share and one warrant to purchase one Common Share. The Common Shares that are part of the units issuable upon the conversion of the Series A Preferred Shares and the Common Shares that are issuable upon exercise of the warrants that are part of the units issuable upon the conversion of the Series A Preferred Shares are being registered in this prospectus. Since inception, we have received approximately $9.0 million in share capital (approximately USD$6.81 million).3 We are currently engaged in multiple research and development projects to deliver high-performance technology for converting hydrocarbon resources to non-combustion product applications with superior performance attributes, lower-cost and reduced environmental impact to other asphaltene uses and to other companies producing activated carbon from organic sources such as wood, coconut husks and others. The research and development projects have to date been qualified under the Scientific Research and Experimental Development Tax Incentive ("SR&ED") program administered by the Government of Canada. SR&ED credits are available to Canadian controlled private corporations ("CCPC") and provide from 15-35% refundable tax credits on eligible expenses and from 8-20% in Alberta as a provincial contribution. Upon completion of a public listing, we will no longer qualify as a CCPC and our ability to recover research and development expenses will be impacted. Once we cease to be a CCPC, the Canadian federal portion of the SR&ED credit will be capped at 15% of eligible expenses and will no longer be refundable in the form of an annual cash reimbursement, but instead will be applied against taxable earnings. The Alberta portion of the SR&ED credit is capped at 8% for companies with a Taxable Capital Employed in Canada ("Taxable Capital") below $10 million and a declining balance on Taxable Capital between $10 million and $40 million. We do not expect to benefit from the Alberta tax credit following a public listing. The change in status from a CCPC to a public company will not affect prior claims. The program applies to basic research, applied research or experimental development used to gain new knowledge or undertake a systematic understanding in a field of technology. As of December 31, 2023, we are eligible for approximately $864,000 ($983,000 million in 2022) (approximately USD$653,000 in 20234 or USD$726,000 in 20221), in SR&ED credits which we applied as an offset to our research and development ("R&D") expenditures. In 2023, we invested $1.9 million in R&D ($2.0 million in 2022) (approximately USD$1.5 million in 20234 or USD$1.5 million in 20221). We received additional subsidies totaling approximately $130,000 in 2023 ($77,000 in 2022) (approximately USD$98,000 in 20234 and USD$58,000 in 20221). As of December 31, 2023, we have invested approximately $13.2 million (approximately USD$10.0 million)4 into the development of our ASAC and ESAC technologies, incurred a $2.2 million (approximately USD$1.7 million)4 lease liability at the Nisku Plant and expensed $1.9 million (approximately USD$1.5 million)4 in research and development ($2.0 million in 2022)4 in support of commercializing our technologies. As of the date of the prospectus, we have completed our first commercial ASAC plant and expect to be fully commissioned by the end of the third quarter of 2024. The total capital budget for the project is approximately $16.1 million (approximately USD$12.2 million)4 excluding internally generated development costs. ESAC has advanced to the pilot study stage where we intend to show on a small scale, the methods and procedures to be used in a larger scale commercial facility in the production of dry electrodes. The pilot study is designed to produce up to 15 meters per minute of electrode film once operational as samples for customer acceptance testing. The overall project budget for the ESAC pilot study is approximately $5.7 million (approximately USD$4.3 million)4, as of the date of this prospectus. On July 12, 2023, the Alberta Government announced AdvEn Industries as the recipient of a $2 million non-repayable grant (approximately USD$1.5 million)4 for the development of our pilot study for ESAC through the Emissions Reduction Alberta ("ERA"). The contribution agreement will be effective upon the Company demonstrating its ability to fund the balance of the project which is included in our use of proceeds herein. On April 12, 2024, the ERA withdrew its grant as AdvEn was unable to provide adequate funding to complete the project. The Company expects to be a candidate for the ERA s Project Re-Entry Program and plans to re-engage with the ERA once sufficient funding is available. The Company expects that the grant will be favorably reviewed at that time. We have also been engaged in providing technical services to customers within Canada providing analysis and feasibility of various uses for refinery residues and the viability of these waste streams for activated carbon production using our proprietary technologies. We consider such contracts as an extension of our own internal R&D and have therefore accounted for them as an offset to direct R&D expenditures. We expect to continue to provide similar technical services to our customers if requested. In 2023, we received $Nil ($51,000 or approximately USD$38,000 in 2022)1 in contract R&D services. Our working capital was negative as of December 31, 2023 and December 31, 2022. We used the obtained grant monies to invest in constructing and commissioning our Nisku plant and in our ESAC pilot study. We are addressing our negative working capital through careful planning, aimed at balancing our goals to commission our Niksu plant and complete our ESAC pilot study with the need for financial sustainability. Our strategy includes, among other things, enhancing our technical services that we provide, securing additional funding after this offering and transitioning from a grant-funded research phase to generating revenue through commercial operations. Alt-2 Competitive Strengths We plan to compete with our differentiated products both in the high quality super activated carbon industry and in the electrode coating business. Once our products are fully commercialized, we believe our technology forward business model will allow us to capture market share in currently under-served or expanding markets where competitors have been slow to develop new technologies and capacity. For example, we plan to target the niche market for super capacitor grade activated carbon thereby introducing our products into the electrical storage device industry. In addition, we plan to partner with competitors and/or customers in the form of joint project development and similarly to license our technologies to third parties. In other words, we plan to enter a premium industry niche with our super activated carbon technology while our dry electrode technology is expected to create licensing and joint venture opportunities with existing manufacturers – generating revenue and "pulling-through" super activated carbon sales as an integral raw material in super capacitor electrode manufacturing. We believe that the following competitive strengths will contribute to our success and will differentiate us from our competitors: proprietary, advanced and transformational technology; nimble internal R&D team; and technical flexibility (we are not constrained by legacy technologies in use since 1965); strategically placed facilities near our raw materials suppliers reducing supply and logistics costs such as near heavy oil refineries in Alberta, United States, Europe and Asia; counter cyclical margins to our supply of raw materials (i.e., as oil costs decline in the new economy, our margins increase); high-quality asphaltene source material; significantly lower greenhouse gas profile and sustainability attributes than competitors; and strong board, advisory, management and professional team with extensive industry experience. We expect our ASAC to "backfill" any increased demand over the next few years in high grade activated carbons. We will be competing with major industry incumbents such as Japan based Kuraray Co., Ltd. but focused on a high value market niche as noted above. Intellectual Property Our intellectual property currently includes: (i) three patents; (ii) two provisional patents; (iii) derivative technologies and trade secrets; and (iv) one trademark application for the Wordmark "AdvEn" in Canada and the U.S. filed on June 10, 2022. On May 29, 2017, we filed for international utility patents for Activated Carbons with High Surface Areas and Methods of Making Same; the patent underlying our ASAC product. The patent describes how activated carbons with high surface areas can be produced through the synergistic activation at high temperatures using a predetermined combination of chemical activation agents. While most activated carbons are manufactured using either a high temperature system or a chemical activation agent, ASAC is manufactured using a hybrid of both methods. This patent has been granted in the United States, Europe, Saudi Arabia, India, Japan, Korea and the PRC. We retain all trade secrets associated with this patent. This patent group expires 20 years from the date of filing on May 28, 2037. On October 11, 2017, we filed for international utility patents for Conductive-Flake Strengthened, Polymer Stabilized Electrode Composition and Method of Preparing, the patent underlying our ESAC dry electrode pilot study. The patent describes the fabrication of an electrode film with a high tensile strength and low electrical resistance using conductive flakes to strengthen polymer stabilized particle electrodes. While most electrode films are manufactured using an expensive and energy intensive wet slurry method and are limited to a single pass through the coating equipment, ESAC uses a dry method of coating which reduces the capital expense, the physical footprint of manufacturing facilities and energy consumption. This patent has been granted in the United States, the PRC, Japan and Korea. This patent group expires 20 years from the date of filing on October 10, 2037. On October 27, 2023, we filed a provisional international patent for "A Self-Supporting Film and a Method of Fabricating Discrete Particles into a Self-Supporting Film" with a request not to publish and is therefore confidential. The patent will be required to be published at 18 months following the filing date or April 26, 2025. The patent, if granted, is valid for 20-years following the filing date and expires on October 26, 2043. We are a member of the Innovative Asset Collective ("IAC"), an independent, membership based not-for-profit selected by the Canadian Government s Department of Innovation, Science and Economic Development to assist Canadian small and medium-sized enterprises in the data driven cleantech sector with their intellectual property needs. IAC provides Canadian businesses with intellectual property education and funding for trademark prosecution, patent filing, drafting, intellectual property consultation with law firms, software tools required to monitor existing intellectual property and various other intellectual property related expenses. IAC also provides intellectual property insurance which covers up to $500,000 for the enforcement of our intellectual property and up to $1 million to defend our patents and trademarks. Alt-3 Growth Strategies Our goal is to build a global technology leading company based on the development of advanced carbon-centric technologies with positive sustainability attributes. Accomplishing this goal requires the successful implementation of the following growth strategies: commission the Nisku plant, commence commercial production of our ASAC products, demonstrate the consistency of our batch production system, increase the ASAC production capacity and establish additional ASAC facilities; complete the ESAC pilot study in order to accelerate the product development cycle of ESAC, establish relationships with key manufacturers and OEMs, and expand ESAC s application to automotive batteries as well as supercapacitors; establish and grow our customer base; focus on products and innovations with growing demand; and explore new business opportunities and research technologies related to the electrode and activated carbon industries. Our Challenges We face risks and uncertainties in realizing our business objectives and executing our strategies, including those relating to: full commercialization, the Nisku plant may not produce super activated carbon in the quantities, quality or with the specifications required by prospective customers; an interruption of supply or increases in the prices of raw materials; our reliance on a small number of major customers; our reliance on a limited number of suppliers; any future outbreak of variants and subvariants of the virus that causes the coronavirus disease 2019 ("COVID-19") or similar outbreaks; uncertainties as to the future of existing and planned environmental and health and safety laws and regulations; timeliness and ability to implement new and advanced technologies; a failure to protect our intellectual property rights; and the effects of intense competition.

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+Prospectus
+Summary
+
+ 
+
+The
+following summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does
+not contain all the information you should consider before investing in our securities. You should carefully read this prospectus in
+its entirety before investing in our securities, including the sections entitled Risk Factors , Business and
+ 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 noted, the share and per share information in this prospectus reflects a 1-for-25 reverse stock split of our outstanding Common
+Shares effective as of August 1, 2023.
+
+ 
+
+This
+summary highlights certain information contained elsewhere in this prospectus. You should read this entire prospectus carefully, including
+the Risk Factors and the financial statements and related notes incorporated by reference herein. This prospectus includes
+forward-looking statements that involve risks and uncertainties. See

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+PROSPECTUS SUMMARY Mission Our mission is to build and amplify relationships between brands, creators and audiences to drive cultural experiences, content and commerce. Through our AI powered technology platform that spans user engagement, streaming and content, our goal is to create personalized and unforgettable experiences that delight and inspire people around the world. Overview We are a global, artificial intelligence ( AI ) powered technology platform ( Technology Platform ) that serves a broad constituency of Creators and Brands around the world. Creators include influencers, artists, athletes, other individuals and public figures that utilize or have utilized our Technology Platform to create and publish content. Numerous famous Creators use our Technology Platform, including influencers like Charli D Amelio and Bryce Hall and music artists like The Weeknd. Brands are companies, products or product lines which are active on our Technology Platform and utilize or have utilized one or more of our products or services offered through our Technology Platform ( Direct Brands ), or companies, products or product lines whose associated data we track, report on and make available to our clients as part of one or more of our product offerings ( Tracked Brands, and collectively with Direct Brands, Brands ). Brands that have utilized or continue to utilize our platform include McDonalds, Pepsi, Walmart, L Or al, Puma, Charmin and Major League Baseball. We help both Creators and Brands build relationships with their audiences to create awareness, drive content consumption, generate commerce and build culture. Our Triller app is a short-form video app similar to TikTok, Instagram Reels, YouTube shorts and other video apps that allow users to access both user generated and professionally generated content from Creators around the world. Since our inception, we have raised more than $420 million in capital and established more than 327 million Consumer Accounts on the Triller app, and a total of 436 million Consumer Accounts on our Technology Platform. Consumer Accounts are included when consumers create accounts on a Triller brand or owned property and also when we employ our Technology Platform to create accounts on behalf of our Brands and Creators. We define Consumer Accounts as the total number of individual Consumer Accounts recorded in databases across the Triller app, TrillerTV and BKFC (whether they are active or inactive on our Technology Platform) at or around the time of measurement, that we track and that are able to benefit from the services and features offered through our Technology Platform during the reported period. Users that simply accessed or viewed our content or partner content on our platform or any other social media platform are not included in the total number of Consumer Accounts above. Consumer Accounts that were created prior to acquisition by us are not included in the total number of Consumer Accounts above. Recently, we elected to take a proactive approach to the way in which we report our Consumer Accounts, which we believe is uncommon in our industry. While we believe that many social media companies include a significant number of bot accounts or duplicate accounts in their user metrics, we undertook a robust process to purge as many duplicate and bot accounts as practicable with our resources and in doing so we purged in excess of 200 million Consumer Accounts from our total user accounts metric. We have dramatically expanded our portfolio of offerings through organic growth and strategic acquisitions and have become a diversified Technology Platform for the creation, distribution, measurement and monetization of digital, live and virtual content. We also produce content under our own and third-party Brands, including trendsetting music, sports, lifestyle, fashion and entertainment media that creates cultural moments, attracts users to our offerings and drives social interaction that serves as a cultural wellspring across digital society. 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 these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated , 2024 PRELIMINARY PROSPECTUS Shares Triller Corp. Series A Common Stock This prospectus relates to the registration of the resale of up to shares of our Series A common stock by our stockholders identified in this prospectus (the Registered Stockholders ). Unlike an initial public offering, the resale by the Registered Stockholders is not being underwritten by any investment bank. The Registered Stockholders may, or may not, elect to sell their shares of our Series A common stock covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through ordinary brokerage transactions on the New York Stock Exchange ( NYSE ). See Plan of Distribution for additional information. We will not receive any proceeds from the sale of shares of Series A common stock by the Registered Stockholders. After giving effect to the Reorganization (as defined herein), the Registered Stockholders will hold approximately % of our outstanding capital stock, with our directors and executive officers and their affiliates holding approximately % (and approximately % of these shares subject to the lock-up agreement described below). No public market for our Series A common stock currently exists. For more information, see Sale Price History of Our Capital Stock. The listing of our Series A common stock on the NYSE without underwriters is a method for commencing public trading in shares of our Series A common stock, and consequently, the trading volume and price of shares of our Series A common stock may be more volatile than if shares of our Series A common stock were initially listed in connection with an underwritten initial public offering. Based on information provided by the NYSE, the opening trading price of our Series A common stock on the NYSE will be determined by buy and sell orders collected by the NYSE from broker-dealers. Based on such orders, the designated market maker will determine an opening price for our Series A common stock in consultation with our financial advisors pursuant to applicable NYSE rules. For more information, see Plan of Distribution. We will have one class of authorized common stock consisting of two series: Series A common stock offered hereby and Series B common stock. The rights of the holders of Series A common stock and Series B common stock will be identical, except with respect to voting, conversion and transfer rights. Each share of Series A common stock entitles its holder to one vote on all matters presented to our stockholders generally. Each share of Series B common stock entitles its holder to ten votes on all matters presented to our stockholders generally and each share of Series B common stock also possesses certain special approval rights. Each share of Series B common stock may be converted at any time into one share of Series A common stock, and will automatically convert into one share of Series A common stock upon sale or transfer thereof, subject to certain exceptions. In addition, all shares of Series B common stock will automatically convert into shares of Series A common stock (i) if the voting power of all outstanding shares of Series B common stock comes to represent less than 10% of the combined voting power of all shares of outstanding common stock or (ii) with the vote of 80% of the then outstanding Series B common stock. We will also have authorized and outstanding shares of Series A-1 preferred stock and undesignated preferred stock that will have rights and preferences with respect to dividends and other distributions that are senior to our common stock. A majority of the outstanding shares of Series A-1 preferred stock will have certain special approval rights, including, among others, approval of liquidation events, the payment of dividends, certain sales or dispositions, loans above $10 million or sales of material technology or intellectual property. For more information, see Description of Capital Stock. Upon the completion of the Reorganization, Proxima Media, LLC ( Proxima Media ) and Bobby Sarnevesht, our founding partners, together with entities and trusts they or their immediate family members or affiliates control, will own approximately 24.1% of the outstanding shares of our common stock, representing 62.4% of our total voting power. As a result, we will be a controlled company within the meaning of the corporate governance standards of the NYSE and we expect to elect not to comply with certain corporate governance requirements of the NYSE. In addition, our founders and their related entities and trusts will be able to exercise significant voting influence over fundamental and significant corporate matters and transactions. As Registered Stockholders, subject to the lock-up agreement described herein, our founders and their related entities and trusts may, from time to time, sell shares of Series A common stock, which could impact their voting influence and our status as a controlled company within the meaning of the corporate governance standards of the NYSE. See Risk Factors Risks Related to Our Proposed Direct Listing and the Ownership of Our Series A Common Stock and Principal and Registered Stockholders for additional information. We intend to apply to list our Series A common stock on NYSE under the symbol ILLR. We expect our Series A common stock to begin trading on NYSE on or about , 2024. A -for- reverse stock split (the Reverse Stock Split ) of the outstanding capital stock became effective concurrently with the Reorganization on , 2024. See The Reverse Stock Split . We are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and for future filings. See Risk Factors beginning on page 27 to read about factors you should consider before buying shares of our Series A common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus dated , 2024. Table of Contents ABOUT THIS PROSPECTUS Triller Corp., the registrant whose name appears on the cover of this registration statement of which this prospectus forms a part, is a Delaware corporation. Triller Corp. was formed for the purpose of completing a direct listing. All of our business operations to date have been conducted through Triller Hold Co LLC and its consolidated subsidiaries. In connection with this listing, Triller Hold Co LLC will be merged with and into a wholly-owned subsidiary of Triller Corp. through a series of reorganizational transactions that are described under The Reorganization (collectively, the Reorganization ). This prospectus is a part of a registration statement on Form S-1 that we filed with the SEC using a shelf registration or continuous offering process. Under this shelf process, the Registered Stockholders may, from time to time, sell share of Series A common stock covered by this prospectus in the manner described in the section titled Plan of Distribution. Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled Plan of Distribution. You may obtain this information without charge by following the instructions under the section titled Where You Can Find More Information appearing elsewhere in this prospectus. You should read this prospectus and any prospectus supplement before deciding to invest in our Series A common stock. Except as otherwise indicated, all information in this prospectus assumes the consummation of the following transactions, which we refer to within this prospectus as the Listing-related Transactions : prior to the consummation of the Reorganization, the receipt by Triller Hold Co LLC of additional advances totaling $17.2 million under a 7.5% PIK convertible promissory note issued to Capital Truth Holdings, Ltd. in the aggregate principal amount of up to $30 million and warrants to purchase 4,231,311 Class B common units of Triller Hold Co LLC with a weighted average exercise price per unit of $0.01; prior to the consummation of the Reorganization, the issuance by Triller Hold Co LLC of a 7.5% PIK convertible promissory note in the aggregate principal amount of $27.5 million and warrants to purchase 3,526,093 Class B common units of Triller Hold Co LLC with a weighted average exercise price per unit of $0.01 to Sabeera Triller 1 LLC; prior to the consummation of the Reorganization, the issuance by Triller Hold Co LLC of a 7.5% PIK convertible promissory note in the aggregate principal amount of $0.1 million and warrants to purchase 9,076 Class B common units of Triller Hold Co LLC with a weighted average exercise price per unit of $0.01 to Sabeera Triller 2 LLC; prior to the consummation of the Reorganization, the cancellation of each promissory note and redemption of Series AA-1 preferred units held by an investor in exchange for 7.5% PIK convertible promissory notes in the aggregate principal amount of $15.8 million and warrants to purchase 2,418,898 Class B common units with a weighted average exercise price of $0.01; prior to the consummation of the Reorganization, the conversion of convertible promissory notes with an aggregate balance of $150.6 million, including the aforementioned issuances, into 17,330,922 Class B common units of Triller Hold Co LLC, which is a condition to the consummation of the Reorganization; prior to the consummation of the Reorganization, the cashless net exercise of 11,635,868 outstanding warrants to purchase Class A common units of Triller Hold Co LLC resulting in the issuance of 10,471,392 Class A common units of Triller Hold Co LLC and 132,508,279 outstanding warrants to purchase Class B common units of Triller Hold Co LLC resulting in the issuance of 73,185,601 Class B common units of Triller Hold Co LLC, all of which is a condition to the consummation of the Reorganization; prior to the consummation of the Reorganization, the issuance by Triller Hold Co LLC of 398,147 Series AA-1 preferred units, pursuant to agreements entered into between Triller Hold Co LLC and the recipients of such units; Table of Contents We operate within the global digital content marketplace, which is estimated to reach $577.4 billion in 2023 according to Statistica s August 2023 report on worldwide digital media, and we focus our efforts on the $250 billion creator economy, as forecasted in a recent Goldman Sachs report on the creator economy. Goldman Sachs Research estimated the creator economy could reach $480 billion by 2027 in its April 2023 report titled The creator economy could approach half-a-trillion dollars by 2027. Our revenue grew from $3.7 million in the fiscal year ended December 31, 2020 to $26.4 million in the fiscal year ended December 31, 2021 to $47.7 million in the fiscal year ended December 31, 2022 and declined from $35.0 million for the nine months ended September 30, 2022 to $33.6 million for the nine months ended September 30, 2023. We have incurred net losses in each year since our inception, including $195.6 million, $773.6 million and $77.2 million for the fiscal years ended December 31, 2022, 2021 and 2020, respectively. Losses were $144.2 million and $90.6 million for the nine months ended September 30, 2022 and September 2023, respectively. Our Technology Platform Our Technology Platform reflects our deep experience as content creators and forms the basis for our aspiration to be a technology company built by Creators, for Creators. For all the progress and promise of the creator economy to date, we believe that Creators have historically lacked sufficient power to truly realize their potential and capture a sufficient amount of the value they create. While it is now possible to find and grow a large online audience, it is still too impersonal, and too elusive for many to turn their passion and expertise into a successful career. A goal of our Technology Platform is to help rebalance the equation by enabling Creators to grow the engagement pie while providing them with a larger slice of the revenue. Key to our approach of empowering Creators and Brands is our proprietary AI and machine learning ( ML ) technology that helps them mix and edit music and video content and distribute it to digital platforms and enables them to understand and engage with their audiences at scale, while retaining control and authenticity of their audience relationships. AI is a general term to describe the efforts of computer scientists to design and implement computer hardware and software systems capable of learning and thinking. ML is a field of study in AI concerned with the development and study of statistical algorithms that can effectively generalize tasks and thus perform those tasks without explicit instructions. ML approaches have been applied to large language models ( LLMs ), computer vision, speech recognition, email filtering, agriculture and medicine, where it is able to achieve efficiencies without having to implement detailed specialized algorithms and systems which would be too complex and costly to build. Creators and Brands have the ability to connect our customized LLMs and Natural Language Processing ( NLP ) technologies to real-time application programming interface ( API ) based feeds, from virtually all major social platforms, to read, analyze, cluster, filter, and suggest or (when appropriate) send replies to their fans with deep efficiency and personal precision. LLMs are deep learning algorithms that can recognize, summarize, translate, predict, and generate content using very large datasets. Deep learning is a method in AI that teaches computers to process data in a way that is inspired by the human brain. Deep learning models can recognize complex patterns in pictures, text, sounds and other data to produce accurate insights and predictions. NLP, a branch of AI, uses ML to process and interpret text and data. Natural language recognition and natural language generation are types of NLP. By giving each Creator and Brand an AI-powered factory of assistants to help them identify superfans, up-and-comers, key topics and trends to respond to (while filtering out spam, hate-speech and noise), they are better able to deepen relationships and loyalty, optimize their scarce time and resources, and ultimately increase conversions and monetization through a mix of brand partnerships and direct commerce. For our LLMs, we currently use a mix of open source code for embeddings (for example, open source code such as SBERT with models from HuggingFace) and optionally support embedding models including GPT-4 from OpenAI, PaLM from Google and models from Cohere. Embeddings models offer an approach to ML where high-dimensional data (data in which the number of features or variables observed are close to or larger than the number of observations, or data points) is converted into low-dimensional data (where the number of Table of Contents TABLE OF CONTENTS Page About this Prospectus ii Prospectus Summary 1

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+PROSPECTUS SUMMARY This summary highlights material information appearing elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary may not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections titled "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus. Our management has determined that it is in our best interests to become a reporting company under the Securities and Exchange Act of 1933 as amended ("Exchange Act"), and endeavor to establish a public trading market for our common stock on the OTCQB or OTCQX. Our management believes that establishing a public market: (i) will increase our profile as an active company, giving us greater identity and recognition; and (ii) will make it easier for us to attract capital, which we need to expand our business. There is no assurance that we will accomplish any of the foregoing goals and prospective investors are cautioned to carefully read the risk factors set forth herein prior to making an investment decision. Our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities and commitments in the normal course of business for the foreseeable future. As of May 31, 2024 we have an accumulated deficit of $146,231, and also had a net loss of $91,409 for the year ended May 31, 2024. Abbreviations Unless the context otherwise requires, we use the terms "we", "us," "our," "company," and "corporation" in this prospectus to refer to Global-Smart.Tech, a Wyoming incorporated entity. Our Chief Executive Officer, Director, Mr. Rodin, Yehor Rodin is referred to herein as "Yehor Rodin". Overview We are a start-up company incorporated on April 15, 2022. The Company began by providing leasing power to clients. Having identified a significant opportunity in the growing cloud rendering market, cloud rendering is now our primary business. Our core strengths lie in possessing video cards and equipment, allowing us to explore various avenues for development. Utilizing our existing equipment for cloud rendering ensures efficient resource allocation and maximizes profitability. This foundation allows us to deliver cloud rendering capabilities effectively. By focusing on this specialty, we can ensure resource optimization. We have no plans to pursue cryptocurrency mining. Through November 5, 2022, we conducted minimal mining activities internally and mined Ravencoin (RVN) and Ethereum (ETH). We did not engage in external client leasing of mining power. After a six-month holding period, the Company determined that cryptocurrency did not offer any profitability. Given the lack of significant change in market conditions within that timeframe, a strategic decision was made to transition to cloud rendering as a more viable alternative. Accordingly, we transitioned away from cryptocurrency mining on November 5, 2022. We currently do not own any crypto assets, and any equipment related to mining that we own is utilized for the purpose of cloud rendering. We aim to perform operations in cloud rendering, developing a platform for 3D interior designers and visualizers that operates on GPUs. By utilizing the processing power of GPUs, we aim to enable professionals in the design industry to efficiently render intricate designs and produce visually stunning representations. At present, our activities have been primarily consisting of the incorporation of our Company, the initial equity funding by our officer and sole director, purchasing initial equipment, developing our website https://global-smart.tech/. Business Strategy We have expanded our operations to include cloud rendering services, targeting the 3D interior design and visualization market. By utilizing GPUs, we aim to develop a platform that enables 3D interior designers and visualizers in the design industry to efficiently render intricate designs and produce visually stunning representations. This platform will leverage GPUs to deliver an efficient and high-quality rendering experience. We are actively assessing market conditions and regulatory factors to adapt our business operations accordingly. Corporate Background We were incorporated under the laws of the state of Wyoming on April 15, 2022. Where You Can Find Us Presently, our Company operates from the address of Yehor Rodin, our officer and sole director, located at Kava b.b., 85320 Tivat, Montenegro. This address serves as our current operational location. Our telephone number is +12052165924. Our Website Our website is located at https://global-smart.tech/. Summary of Risk Factors Applicable to Our Business Investments in our securities involve a high degree of risk. The occurrence of one or more of the events or circumstances described in the Risk Factors section, alone or in combination with other events or circumstances, could have a material adverse effect on our business, financial condition, and results of operations. In this case, the trading price of our securities may decrease, and you may lose all or part of your investment. Such risks include, but are not limited to: -We are at an early stage of development in our new business venture of cloud rendering and currently have limited funding sources. -If we fail to effectively manage our growth, our business, financial condition and results of operations would be harmed. -We have an evolving business model which is subject to various uncertainties. -We may be unable to raise additional capital needed to grow our business. -We may not adapt adequately to rapidly evolving technologies, platforms, and regulations associated with cloud rendering, which could harm our business. -We cannot predict the outcome of litigation regarding our current and/or future business activities. An adverse decision could have a material negative effect on our business, financial condition, and results of operations.

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+PROSPECTUS SUMMARY Our Business We are a development stage company and were incorporated in Wyoming on January 31, 2022. Dmitry Kinslikh is our founder. We are a technology led company focused on bringing healthcare technologies for people to help them live a healthier and better life. Our address is 9980 Dufferin Street #20026, Vaughan, Ontario L6A 4M4 and our telephone number is (647) 405-1054. Since inception we have generated no revenues and earned a net loss of $41,196. To implement our plan of operations we require a minimum funding of $80,000 for the next twelve months. Our independent auditor has issued an audit opinion for our Company, which includes a statement expressing a doubt as to our ability to continue as a going concern. We are an "emerging growth company" within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the 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, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see "

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2024/CIK0001983281_e-i-l_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY
+
+ 
+
+This summary highlights information contained
+elsewhere in this prospectus. This summary is not complete and may not contain all of the information that you should consider before
+deciding whether or not you should exercise your rights.
+
+ 
+
+ You should read the entire prospectus carefully,
+including the section entitled "Risk Factors" and all other information included in this prospectus in its entirety
+before you decide whether to purchase any shares offered by this prospectus.
+
+ 
+
+Unless otherwise stated or the
+context otherwise requires, the terms "we," "us," "our," "STAGEWISE STRATEGIES CORP."
+and the "Company" refer to STAGEWISE STRATEGIES CORP.
+
+ 
+
+Our Company
+
+ 
+
+We are committed to providing
+Search Engine Optimization ("SEO") solutions to emerging entrepreneurs. Our main focus is enhancing online visibility. Through
+keyword analysis and website optimization, we boost search engine rankings, driving more organic traffic and expanding product and service
+reach.
+
+Our service is designed
+to provide entrepreneurs with an enhanced approach to website promotion. We offer 15 complimentary queries, for a firsthand experience.
+We present three monthly subscription plans: Basic, Standard, and Premium, each with expanding functionality and request allowances. These
+subscriptions enable clients to elevate their website promotion efforts to align with their specific needs and ambitions. Please read
+more information regarding subscription plans in the section entitled "Business."
+
+Our service features a
+database of business promotion and information on diverse project execution scenarios. The free version gives access to a limited allotment
+of 15 search attempts to explore our service's capabilities. This allocation assists in uncovering keywords and offers detailed guidance,
+all within the limit of 15 attempts.
+
+Our subscription-based
+API tool is tailored to provide a significantly expanded quota of queries. This enhancement elevates the quality of business development
+strategies, delivering advantages for entrepreneurs managing multiple concurrent projects. Users have the capability to export the acquired
+keywords, facilitating their utilization in content creation, search engine optimization, contextual advertising, or any other relevant
+applications.
+
+Access to our service is
+facilitated through the website, which offers extensive information on our services, pricing structures, and a dedicated contact option
+for plan selection.
+
+Our platform allows entrepreneurs
+to maintain a comprehensive focus on all their projects, regardless of their stage, whether they are startups or well-established businesses.
+With
+
+the assistance of our platform's tips and guidance, entrepreneurs can systematically
+promote each project, ensuring a high-quality approach every step of the way.
+
+ 
+
+As of the current status, we have fully developed our website and API,
+established our pricing plans, and are on the brink of commencing revenue generation. The remaining critical steps is as follows:
+
+ 
+
+ 
+
+7
+
+ 
+
+-Implement targeted marketing campaigns to promote
+our Subscription-Based API Tool and three-tiered subscription plans.
+
+-Utilize digital marketing channels, social media
+platforms, and strategic partnerships to enhance visibility among our target audience.
+
+We expect to attract clients and generate revenue
+in the year 2024. We anticipate generating our first revenue in the next quarter, allowing us to initiate revenue generation shortly thereafter.
+The timeline is subject to market conditions, user adoption rates, and the effectiveness of our marketing and engagement strategies.
+
+Our company plans to provide
+a robust and user-friendly service designed to assist entrepreneurs in promoting their businesses. By harnessing SEO technology, our service
+offers valuable keywords and concise descriptions derived from an extensive in-house database of business promotion expertise. Entrepreneurs
+can access advanced search-based support through a paid subscription, which includes a predefined monthly quota of requests. Our website
+allows entrepreneurs to efficiently manage multiple projects, receive expert guidance, and connect with professional service providers
+for their various business initiatives.
+
+ 
+
+We are a development stage company and have generated
+no revenue yet. As of September 30, 2023, we had a working capital deficit of approximately $6,990. The company's independent auditors
+have raised doubt about the company's ability to continue as a going concern.
+
+ 
+
+Corporate organization
+
+ 
+
+Our principal executive
+office is located at Friedrichstr. 114A, 10117, Berlin, Germany. Our telephone number is (413) 307-6199. Our website address
+is https://stagewise.net/. The fiscal year-end of the company is September 30. 
+
+ 
+
+Implications of Being an Emerging Growth Company
+and a Smaller Reporting Company
+
+ 
+
+We are an "emerging growth company," as
+defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). As such, we are eligible for exemptions from various reporting
+requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, presenting 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 in this prospectus,
+not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley
+Act), reduced disclosure obligations regarding executive compensation and an exemption from the requirements to obtain a non-binding advisory
+vote on executive compensation or golden parachute arrangements.
+
+ 
+
+In addition, an emerging growth company can take advantage
+of an extended transition period for complying with new or revised accounting standards. This provision 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
+not to use this provision of the
+
+ 
+
+8
+
+ 
+
+ 
+
+JOBS Act. As a result, we will be subject to new or
+revised accounting standards at the same time as other public companies that are not emerging growth companies.
+
+We will remain an emerging growth company until
+the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the consummation of this offering; (ii) the
+last day of the fiscal year in which our total annual gross revenue exceeds $1,235,000,000; (iii) the last day of the fiscal year in
+which we are deemed to be a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
+1934, as amended (Exchange Act), which would occur if the market value of our ordinary shares held by non-affiliates exceeded $700.0
+million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which we have issued more than
+$1.0 billion in non-convertible debt securities during the prior three-year period.
+
+ 
+
+We are also a "smaller reporting company"
+as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company.
+We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage
+of these scaled disclosures for so long as our public float is less than $250.0 million measured on the last business day of our second
+fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our public float
+is less than $700.0 million measured on the last business day of our second fiscal quarter.
+
+ 
+
+We are not a "shell company" within the
+meaning of Rule 405, promulgated pursuant to the Securities Act.

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+SUMMARY OF THE PROSPECTUS This summary highlights selected information included in this prospectus and does not contain all of the information that may be important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations of SEAC, Management s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. and the financial statements included elsewhere in this prospectus. Information About LG Studios LG Studios LG Studios, also referred to herein as Pubco, is Lionsgate Studios Corp., a British Columbia corporation. LG Studios is a successor in interest to SEAC II Corp. ( New SEAC ), which was a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC. In accordance with the consummation of the Business Combination described herein, which was completed on May 13, 2024, New SEAC effected a deregistration pursuant to and in accordance with Sections 206 through 209 of the Companies Act and a continuation and domestication as a British Columbia company in accordance with the BC Act, pursuant to which jurisdiction of incorporation of New SEAC was changed from the Cayman Islands to British Columbia, Canada. As of the StudioCo Amalgamation Effective Time, LG Studios, directly or indirectly, owns the assets and assumed the liabilities of the Studio Business. LG Studios is one of the world s leading standalone, pure play, publicly-traded content companies. It brings together diversified motion picture and television production and distribution businesses, a world-class portfolio of valuable brands and franchises, a talent management and production powerhouse and a more than 20,000-title film and television library, all driven by its bold and entrepreneurial culture. LG Studios manages and reports its operating results through two reportable business segments: Motion Picture and Television Production. See the section entitled Business of LG Studios and Certain Information About LG Studios for more information. The mailing address of LG Studios principal executive office is 2700 Colorado Avenue, Santa Monica, CA 90404, and its telephone number is (310) 449-9200. LG Studios securities trade on Nasdaq under the ticker symbol LION. The Business Combination On December 22, 2023, SEAC, New SEAC, Lions Gate Parent, Studio HoldCo, StudioCo, MergerCo and New BC Sub, entered into the Business Combination Agreement, which was amended on April 11, 2024 and May 9, 2024, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) SEAC merged with and into MergerCo with SEAC Merger Surviving Company as the resulting entity, (ii) SEAC Merger Surviving Company distributed all of its assets lawfully available for distribution to New SEAC by way of a cash dividend, (iii) SEAC Merger Surviving Company transferred by way of continuation from the Cayman Islands to British Columbia in accordance with the Companies Act and the BC Act and convert to a British Columbia unlimited liability company in accordance with the applicable provisions of the BC Act, (iv) New SEAC transferred by way of continuation from the Cayman Islands to British Columbia in accordance with the Companies Act and continued as a British Columbia company in accordance with the applicable provisions of the BC Act, and (v) in pursuant to the Arrangement and Table of Contents on the terms and subject to the conditions set forth in the Plan of Arrangement, (A) SEAC Merger Surviving Company and New BC Sub amalgamated to form MergerCo Amalco, in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement, (B) New SEAC and MergerCo Amalco amalgamated to form SEAC Amalco, in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement and (C) StudioCo and SEAC Amalco amalgamated to form Pubco, in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement. In particular, pursuant to the terms of the Business Combination Agreement, one business day prior to the date of the closing of the Business Combination, among other things, immediately prior to the Class B Conversion (as defined below), each then issued and outstanding SEAC Class B Ordinary Share (as defined below), held by the SEAC Sponsor or any of its affiliates or permitted transferees, in excess of 1,800,000 SEAC Class B Ordinary Shares, and excluding 210,000 SEAC Class B Ordinary Shares then held by the SEAC Sponsor that were transferred to SEAC s independent directors and certain SEAC officers and advisors prior to the Closing, were repurchased by SEAC (the Sponsor Securities Repurchase ) for an aggregate purchase price consisting of (x) $1.00 and (y) 2,200,000 options of SEAC, each of which entitled the SEAC Sponsor to purchase one SEAC Class A Ordinary Share at $0.0001 per share (the SEAC Sponsor Options ). Immediately following the Sponsor Securities Repurchase, each of the 2,010,000 remaining SEAC Class B Ordinary Shares (including the 210,000 SEAC Class B Ordinary Shares transferred to SEAC s independent directors and certain SEAC officers and advisors prior to the Closing), automatically converted into one SEAC Class A Ordinary Share (the Class B Conversion ). Any remaining SEAC Class B Ordinary Shares that collectively exceeded 2,010,000 and that remained, if any, were deemed cancelled and surrendered for no consideration pursuant to a surrender letter. Pursuant to the terms of the Business Combination Agreement, the SEAC Class A Ordinary Shares were ultimately converted, through a series of amalgamations and other transactions, into Pubco Common Shares on a one-to-one basis. Details regarding the terms and conditions of the Business Combination are contained in the Business Combination Agreement. Pursuant to the Business Combination Agreement, New SEAC effected a deregistration pursuant to and in accordance with Sections 206 through 209 of the Cayman Islands Companies Act (as revised) and a continuation and domestication as a British Columbia company in accordance with the Business Corporations Act (British Columbia), pursuant to which New SEAC s jurisdiction of incorporation was changed from the Cayman Islands to British Columbia, Canada. Upon the StudioCo Amalgamation Effective Time, Lionsgate Studios Corp. became the successor in interest to New SEAC. Table of Contents Structure of the Business Combination The following diagram illustrates the organizational structure of SEAC and the Studio Business immediately prior to the Business Combination: Table of Contents The following diagram illustrates the structure of Pubco following the Business Combination. The percentages shown reflect the voting power and economic interests in Pubco on a combined basis. Interests shown exclude any Pubco Common Shares issuable to SEAC Sponsor upon vesting of the Pubco Sponsor Options after the Closing. The Private Placement Concurrently with the execution of the Business Combination Agreement and on April 11, 2024, May 9, 2024 and May 13, 2024, SEAC, New SEAC and Lions Gate Parent entered into subscription agreements with the PIPE Investors pursuant to which the PIPE Investors agreed, subject to the terms and conditions set forth therein, to subscribe for and purchase from Pubco, immediately following the Amalgamations, an aggregate of approximately 29,790,249 PIPE Shares, at a purchase price of $9.63 per share (in the case of the Subscription Agreements entered into on December 22, 2023) and $10.165 per share (in the case of the Subscription Agreements entered into on April 11, 2024, May 9, 2024 and May 13, 2024). Additionally, the Subscription Agreements provided certain PIPE Investors with certain reduction rights, pursuant to which the PIPE Investors could offset their total commitments under their respective Subscription Agreements to the extent such PIPE Investors purchased SEAC Class A Ordinary Shares in the open market or otherwise owned such shares as of the date of the Subscription Agreement. PIPE Investors who exercise such reduction rights with respect to PIPE Shares had the right to acquire, subject to certain conditions in the Subscription Agreement, 0.1111 newly issued SEAC Class A Ordinary Shares, at a purchase price of $0.0001 per whole share, which shares were issued by SEAC prior to the SEAC Merger (the Newly Issued Reduction Rights Shares ). PIPE Investors have exercised reduction rights with respect to 1,953,976 PIPE Shares reducing the aggregate number of PIPE Shares to be subscribed for at the Closing to 27,836,273. Table of Contents All of the PIPE Shares and Pubco Additional Shares received in exchange for Newly Issued Reduction Right Shares were registered under the Registration Statement on Form S-1 of LG Studios (File No. 333-278849), last filed on May 14, 2024 and declared effective by the SEC on May 15, 2024. The foregoing summary does not purport to describe all of the terms of the Subscription Agreements and is qualified in its entirety by reference to the complete text of the Subscription Agreements, a form of which is filed as Exhibit 10.1 to this Registration Statement. Sponsor Option Agreement One business day prior to the Closing, in connection with the Sponsor Securities Repurchase, SEAC, New SEAC and SEAC Sponsor entered into the Sponsor Option Agreement, pursuant to which SEAC Sponsor received, as partial consideration for the Sponsor Securities Repurchase (with respect to the SEAC Class B Ordinary Shares held by SEAC Sponsor), 2,200,000 SEAC Sponsor Options, each of which entitled the SEAC Sponsor to purchase one SEAC Class A Ordinary Share at $0.0001 per share. In connection with the Transactions, the SEAC Sponsor Options ultimately became options to purchase Pubco Common Shares pursuant to the terms of the Sponsor Option Agreement. The SEAC Sponsor Options will become exercisable, subject to the terms, conditions and exceptions set forth in the Sponsor Option Agreement, (i) on or after the date on which the Trading Price of the Pubco Common Shares (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) equals or exceeds $16.05 per share or (ii) if a change of control occurs, subject to certain conditions. The foregoing summary does not purport to describe all of the terms of the Sponsor Option Agreement and is qualified in its entirety by reference to the complete text of the Sponsor Option Agreement, which is filed as Exhibit 10.4 to this Registration Statement. Lock-Up Agreement In connection with the Closing, SEAC Sponsor and its transferees (collectively, the SEAC Holders ) and holders of Pubco Common Shares affiliated with Lions Gate Parent (the Lionsgate Holders ) entered into the Lockup Agreement with Pubco. Pursuant to the Lockup Agreement, the SEAC Holders agreed not to transfer (except for certain permitted transfers) the Lockup Shares held by them until the earliest of (i) the date that is one year after the Closing Date, (ii) (x) with respect to 50% of the SEAC Lock-Up Shares, the date on which the Trading Price of the Pubco Common Shares equals or exceeds $12.50 per share and (y) with respect to the remaining 50% of the SEAC Lock-Up Shares, the date on which the Trading Price of a Pubco Common Share equals or exceeds $15.00 per share, in each case at least 180 days after the Closing Date, and (iii) the date on which Pubco completes a liquidation, merger, amalgamation, capital stock exchange, spin-off, separation, distribution, reorganization or other similar transaction. The foregoing summary does not purport to describe all of the terms of the Lockup Agreement and is qualified in its entirety by reference to the complete text of the Lockup Agreement, which is filed as Exhibit 10.3 to this Registration Statement. Stock Exchange Listing Listing of Pubco Common Shares on Nasdaq The Pubco Common Shares are listed on Nasdaq under the ticker symbol LION . Table of Contents Delisting of SEAC Securities and Deregistration of SEAC Following consummation of the Business Combination, the SEAC Class A Ordinary Shares, SEAC Units and SEAC Warrants were delisted from Nasdaq, and SEAC was deregistered under the Exchange Act. Summary of Risk Factors Investing in our securities involves risks. You should carefully consider the risks described in Risk Factors beginning on page 17 before making a decision to invest in Pubco Common Shares. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. Some of the risks related to Pubco s business and industry and the Business Combination are summarized below. Risks Related to the Studio Business LG Studios faces substantial capital requirements and financial risks. LG Studios may incur significant write-offs if its projects do not perform well enough to recoup costs. Changes in LG Studios business strategy, plans for growth or restructuring may increase its costs or otherwise affect its profitability. LG Studios revenues and results of operations may fluctuate significantly. LG Studios content licensing arrangements, primarily those relating to the distribution of films in foreign territories, may include minimum guarantee arrangements which, absent such arrangements, could adversely affect our results of operations. The Studio Business does not have long-term arrangements with many of its production or co- financing partners. The Studio Business relies on a few major retailers and distributors and the loss of any of those could reduce its revenues and operating results. A significant portion of the Studio Business library revenues comes from a small number of titles. Changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect LG Studios business, financial condition or results of operations. LG Studios faces substantial competition in all aspects of its business. LG Studios faces economic, political, regulatory, and other risks from doing business internationally. LG Studios business involves risks of claims for content of material, which could adversely affect its business, financial condition and results of operations. LG Studios is subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures. If Entertainment One Canada Ltd. loses Canadian status, it could lose licenses, incentives and tax credits. LG Studios may fail to realize the anticipated benefits of the acquisition of eOne. LG Studios success will depend on attracting and retaining key personnel and artistic talent. Global economic turmoil and regional economic conditions could adversely affect LG Studios business. LG Studios could be adversely affected by labor disputes, strikes or other union job actions. Table of Contents Business interruptions from circumstances or events out of LG Studios control could adversely affect LG Studios operations. LG Studios business is dependent on the maintenance and protection of its intellectual property and pursuing and defending against intellectual property claims may have a material adverse effect on LG Studios business. The Studio Business involves risks of liability claims for content of material, which could adversely affect LG Studios business, results of operations and financial condition. LG Studios is, and may in the future become, subject to litigation and other legal proceedings, which could negatively impact its business, financial condition and results of operations. Piracy of films and television programs could adversely affect LG Studios business over time. LG Studios may rely upon cloud computing services to operate certain aspects of its service and any disruption of or interference with its use of its cloud computing servicer could impact its operations and its business could be adversely impacted. LG Studios activities are subject to stringent and evolving obligations which may adversely impact its operations. LG Studios actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation, fines and penalties, disruptions of its business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences. Service disruptions or failures of LG Studios or its third-party service providers information systems may disrupt its businesses, damage its reputation, expose it to regulatory investigations, actions, litigation, fines and penalties or have a negative impact on its results of operations including but not limited to a loss of revenue or profit, loss of customers or sales and other adverse consequences. LG Studios may incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations. The terms of the Lions Gate Parent Credit Agreement (as defined below) and the Lions Gate Parent Indenture (as defined below) restrict LG Studios current and future operations, particularly LG Studios ability to respond to changes or to take certain actions. The U.S. Internal Revenue Service may not agree that LG Studios should be treated as a non-U.S. corporation for U.S. federal tax purposes and may not agree that its U.S. affiliates should not be subject to certain adverse U.S. federal income tax rules. Future changes to U.S. and non-U.S. tax laws could adversely affect LG Studios. Changes in foreign, state and local tax incentives may increase the cost of original programming content to such an extent that they are no longer feasible. LG Studios tax rate is uncertain and may vary from expectations. Legislative or other governmental action in the U.S. could adversely affect LG Studios business. Changes in, or interpretations of, tax rules and regulations, and changes in geographic operating results, may adversely affect LG Studios effective tax rates. If LG Studios is a passive foreign investment company, or PFIC, U.S. Holders of Offering Shares may suffer adverse U.S. federal income tax consequences. Table of Contents Risks Related to Ownership of LG Studios Securities LG Studios cannot be certain that an active trading market for its common shares has developed or can be sustained after the Business Combination, and its share price may fluctuate significantly as a result of numerous factors beyond LG Studios control. LG Studios does not expect to pay any cash dividends for the foreseeable future. If securities or industry analysts do not publish research or publish misleading or unfavorable research about LG Studios business, LG Studios share price and trading volume could decline. The rights and obligations of a Pubco shareholder are governed by British Columbia law and may differ from the rights and obligations of shareholders of companies organized under the laws of other jurisdictions. A significant number of Pubco Common Shares may be sold into the market in the near future. This could cause the market price of Pubco Common Shares to drop significantly, even if LG Studios business is performing well. Future sales of shares by the Lionsgate Holders could cause the price of Pubco Common Shares to drop significantly. Canadian takeover laws may discourage takeover offers being made for LG Studios or may discourage the acquisition of large numbers of Pubco Common Shares. Pubco Common Shares are subject to Canadian insolvency laws which are substantially different from Cayman Islands insolvency laws and may offer less protections to Pubco Shareholders compared to Cayman Islands insolvency laws. Controlled Company Exemption Lions Gate Parent controls a majority of the voting power of the outstanding Pubco Common Shares. As a result, Pubco will be a controlled company within the meaning of the Nasdaq rules, and Pubco may qualify for and rely on exemptions from certain corporate governance requirements. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements to: have a board that includes a majority of independent directors , as defined under Nasdaq rules; have a compensation committee of the board that is comprised entirely of independent directors with a written charter addressing the committee s purpose and responsibilities; and have independent director oversight of director nominations. Pubco may rely on the exemption from having a board that includes a majority of independent directors as defined under Nasdaq rules. Pubco may elect to rely on additional exemptions and it will be entitled to do so for as long as Pubco is considered a controlled company , and to the extent it relies on one or more of these exemptions, holders of Pubco Common Shares will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. Table of Contents

parsed_sections/prospectus_summary/2024/CIK0002011134_kioni_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2024/CIK0002014245_mountain_prospectus_summary.txt

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2024/CIK0002029023_gsr-iii_prospectus_summary.txt

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+Prospectus Summary Dilution, The Offering Founder shares conversion and anti-dilution rights, Risk Factors Risks Relating to GSR Sponsor and Management Team Our initial shareholders paid an aggregate of $25,000 to cover certain of our offering costs in exchange for 5,750,000 founder shares, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares, Risk Factors Risks Relating to Our Securities The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline, Risk Factors Risks Relating to Our Securities We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. As of June 30, 2024 Offering Price of $10.00 25% of Maximum Redemption (assumes 4,728,177 or 5,453,202 public shares redeemed) 50% of Maximum Redemption (assumes 9,456,354 or 10,906,404 public shares redeemed) 75% of Maximum Redemption (assumes 14,184,531 or 16,359,606 public shares redeemed) Maximum Redemption (assumes 18,912,708 or 21,812,808 public shares redeemed) NTBV NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price Assuming Full Exercise of Over-Allotment Option $ 6.86 $ 6.23 $ 2.52 $ 5.28 $ 3.47 $ 3.68 $ 5.07 $ 0.47 $ 8.28 Assuming No Exercise of Over-Allotment Option $ 6.68 $ 6.03 $ 2.72 $ 5.07 $ 3.68 $ 3.51 $ 5.24 $ 0.49 $ 8.26 Table of Contents Prior to this offering, there has been no public market for our units, Class A ordinary shares or public rights. We have applied to list our units on The Nasdaq Global Market ( Nasdaq ) under the symbol GSRTU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A ordinary shares and public rights constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) or earlier, with the consent of SPAC Advisory Partners, LLC, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the Class A ordinary shares and public rights will be listed on Nasdaq under the symbols GSRT and GSRTR, respectively. The underwriter is offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about 2024. We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. _________________________ Sole Book-Running Manager SPAC Advisory Partners a division of Kingswood Capital Partners LLC The date of this prospectus is , 2024 Table of Contents TABLE OF CONTENTS Page SUMMARY 1

parsed_sections/prospectus_summary/2024/CIK0002029303_tech_prospectus_summary.txt

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+PROSPECTUS SUMMARY
+ 
+ As used in this prospectus, unless the context otherwise requires, we, us, our, and Tech Tonic Group Corp. Refers to Tech Tonic Group Corp. The following summary does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common stock.
+ 
+ TECH TONIC GROUP CORP.
+ 
+ Tech Tonic Group Corp. was incorporated in Wyoming on July 24, 2023. We are a startup company in the software and mobile application development industries. We intend to use the net proceeds from this offering to develop our business operations (See Description of Business and Use of Proceeds ). To implement our plan of operations we require a minimum of $50,000 for the next twelve months as described in our Plan of Operations. There is no assurance that we will generate any substantial revenue in the first 12 months after completion our offering or ever generate substantial revenue. Being a development stage company, we have very limited operating history. If we do not generate sufficient revenue, we may need a minimum of $14,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing. Our principal executive offices are located at Remscheider Str. 54, Krefeld, Germany 47807. Our phone number is (307) 855-1550.
+ 
+ From inception (July 24, 2023) until the date of this filing, we have had limited operating activities. Our financial statements from inception (July 24, 2023) through June 30, 2024, reports no revenues and a net loss of 5,494. Our independent registered public accounting firm has issued an audit opinion for Tech Tonic Group Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have established our company, developed our business plan, raised an aggregate of $2,494 through a private placement of our common stock to our sole officer and director, Dmitrii Perfilev. Proceeds from the private placement were used for working capital.
+ 
+ As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.
+ 
+ Proceeds from this offering are required for us to proceed with our business plan over the next twelve months. We require minimum funding of approximately $50,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with this offering and maintaining a reporting status with the SEC. If we are unable to obtain minimum funding of approximately $50,000, our business may fail. We do not anticipate earning substantial revenues until we enter into commercial operation. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully sell any products or services related to our planned activities.
+ 
+ THE OFFERING
+ 
+ The Issuer:
+ TECH TONIC GROUP CORP.
+
+ Securities Being Offered:
+ 4,000,000 shares of common stock.
+
+ Price Per Share:
+ $0.05
+
+ Duration of the Offering:
+ 
+ The shares will be offered for a period of two hundred and seventy (270) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (270 days from the effective date of this prospectus), (ii) the date when the sale of all 4,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 4,000,000 shares registered under the Registration Statement of which this Prospectus is part. 
+
+ Gross Proceeds
+ $200,000
+
+ Securities Issued and Outstanding:
+ There are 2,494,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Dmitrii Perfilev. 
+ If we are successful at selling all the shares in this offering, we will have 6,494,000 shares issued and outstanding.
+
+ Subscriptions
+ All subscriptions once accepted by us are irrevocable.
+
+ Registration Costs
+ We estimate our total offering registration costs to be approximately $10,000.

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2024/COLAR_columbus_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY
+
+ 
+
+The following summary is qualified in its entirety
+by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus.
+In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our securities,
+discussed under Risk Factors, before deciding whether to buy our securities.
+
+ 
+
+Business Overview
+
+ 
+
+Our Company
+
+ 
+
+We are a provider of warehousing and logistics
+services, historically in connection with the sale of parallel-import vehicles sourced in the U.S. to be sold in the PRC market, and
+more recently for the transportation of other goods between the U.S. and the PRC. We began our operations in 2016 exclusively as a parallel-import
+vehicle dealer for luxury brand automobiles but have now focused on facilitating non-vehicle trade in view of the continued weakness
+for imported automobiles in the PRC. In the PRC, parallel-import vehicles refer to those purchased by dealers directly from overseas
+markets and imported for sale through channels other than brand manufacturers official distribution systems. Parallel-import vehicles
+were popular in the PRC because they were generally priced 10% to 15% cheaper than vehicles sold through distribution systems authorized
+by brand manufacturers. In addition, some previously popular overseas models could only be obtained through this channel rather than
+through the brand manufacturers authorized distribution systems as a result of certain regulations that prohibit their production
+and sale in the PRC due to environmental protection and emission standards. We train and use a sufficient number of professional purchasing
+agents to supply appropriate quantities of vehicles at reasonable prices to Chinese parallel-import vehicle dealers, and maintain a long-term
+relationship with them. See "Item 1. Business—Our Competitive Strengths—In-depth Industry Insight and Strong Overseas
+Procurement Capability Enabled by a Large Team of Professional Purchasing Agents" in the 2023 Annual
+Report.
+
+ 
+
+ 3
+
+ 
+
+ 
+
+ 
+
+ We
+experienced significant growth in sales volume, revenue, and gross profit from 2016, when we commenced our operations, to the first half
+of 2022 due to our core strengths and a favorable economic climate. Since the second half of 2022, our financial results have been impacted
+by the COVID-19 pandemic and the weak economic conditions in the PRC. Our financial results during 2023 and the first half of 2024 have
+been significantly impacted by these conditions. We sold 303 and 463 vehicles during the years ended December 31, 2023 and 2022,
+respectively, generating total revenue of $38.3 million and $55.2 million in these periods, representing a decrease of 30.5% from 2022
+to 2023. We earned net income of $0.1 million for the year ended December 31, 2023, compared with net income of $0.8 million for
+the year ended December 31, 2022. Our net income for the year ended December 31, 2022 included approximately $1.3 million of
+subsidy income from a business recovery grant program. Sales to the PRC market represent a significant part of our revenue. During the
+years ended December 31, 2023 and 2022, sales to the PRC market accounted for approximately 78.7% and 93.1% of our revenue, respectively.
+Our unit sales during the first half of 2024 fell to 14 vehicles, a 92.0% decrease from the first half of 2023. See "Risk
+Factors—Operational Risks—Sales to the PRC market represented approximately 100%, 78.7%, and 93.1% of our revenue from parallel
+import vehicles for the three months ended March 31, 2024 and the years ended December 31, 2023 and 2022, respectively, and,
+to the extent we generate near-term sales, we expect such sales to continue to represent a significant part of our revenue. Any negative
+impact to our ability to sell our products to customers based in China could materially and adversely affect our results of operations."
+We reported $1.5 million in revenue during the first quarter of 2024 and a net loss of $0.6 million. We expect to report our financial
+results for the three and six months ended June 30, 2024 on or about August 14, 2024. 
+
+ 
+
+Since the second half of 2023, the market for
+new luxury vehicles in the PRC has been negatively impacted by weak economic conditions and a shift in consumer demand towards electric
+vehicles ("EVs"), mainly those produced domestically by PRC manufacturers. Luxury import brand dealers have responded to these
+threats by discounting the sale price of their vehicles, which has lately prevented us from generating a profit from the sale of parallel
+import vehicles. These adverse market conditions have continued in the third quarter of 2024 and we are unable to predict the point at
+which a positive spread between the price of vehicles sourced from brand manufacturers official distribution systems compared with
+those sourced via the parallel-import market will return.
+
+ 
+
+To diversify our revenue and further leverage
+our in-depth expertise in the parallel-import vehicle industry, we have embarked on a plan to acquire warehousing and logistics businesses
+with the goals to reduce costs and increase efficiency in managing the transaction cycle. In February 2024, we successfully completed
+the acquisition of Edward Transit Express Group Inc. ("Edward") and started providing our own warehousing and logistics services.
+The acquisition of these capabilities can be further enhanced by offering financial services that we launched in October 2022.
+
+ 
+
+Competitive Strengths
+
+ 
+
+We believe the following competitive strengths
+are essential for our success and differentiate us from our competitors:
+
+ 
+
+ 
+ 
+ 
+ in-depth industry experience and strong overseas procurement capability enabled by our sizable team of professional purchasing agents;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ scalable operation with systematic approach to procurement which drives better pricing for customers; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ a visionary and experienced management team with strong financial and operational expertise. 
+
+ 
+ 
+
+Growth Strategies
+
+ 
+
+We intend to develop our business and strengthen
+our brand loyalty by implementing the following strategies:
+
+ 
+
+ 
+ 
+ 
+ launch additional warehousing and logistics services;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ manage the growth of our purchasing agent team and maintain an adequate customer base for the parallel-import vehicle business; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ pursue additional strategic and financially attractive acquisitions. 
+
+ 
+ 
+
+ 4
+
+ 
+
+ 
+
+ 
+
+Our Corporate Structure
+
+ 
+
+As of the date of this prospectus, Cheetah Net
+holds 100% of the equity interests in the following entities:
+
+ 
+
+ 
+ 
+ 
+ (i) Allen-Boy International LLC, a limited liability company organized on August 31, 2016 under the laws of the State of Delaware;
+
+ 
+ 
+
+ 
+ 
+ 
+ (ii) Pacific Consulting LLC, a limited liability company organized on January 17, 2019 under the laws of the State of New York;
+
+ 
+ 
+
+ 
+ 
+ 
+ (iii) Entour Solutions LLC, a limited liability company organized on April 8, 2021 under the laws of the State of New York;
+
+ 
+ 
+
+ 
+ 
+ 
+ (iv) Cheetah Net Logistics LLC, a limited liability company organized on October 12, 2022 under the laws of the State of New York; and
+
+ 
+ 
+
+ 
+ 
+ 
+ (v) Edward, a corporation incorporated on July 14, 2010 under the laws of the State of California.
+
+ 
+ 
+
+For more details on our corporate history, please
+refer to Part I Item 1. Business Organizational Structure in the 2023 Annual
+Report. For details of our principal stockholders ownership, please refer to the beneficial ownership table in the
+section captioned Principal Stockholders. 
+
+ 
+
+Recent Developments
+
+ 
+
+On
+May 23, 2024, we dissolved two wholly owned subsidiaries, Canaan International LLC, a limited liability company organized
+on December 5, 2018 under the laws of the State of North Carolina, and Canaan Limousine LLC, a limited liability company organized
+on February 10, 2021 under the laws of the State of South Carolina.
+
+ 
+
+On May 14, 2024, we entered into a placement
+agency agreement with AC Sunshine Securities LLC on a best efforts basis, relating to our public offering (the May 2024 Offering )
+of 13,210,000 shares of Class A common stock for a price of $0.62 per share, less certain placement agent fees. On the same day,
+we entered into a securities purchase agreement with purchasers identified therein. On May 15, 2024, we closed the May 2024
+Offering pursuant to the prospectus included in our registration statement on Form S-1, as amended (File No. 333-276300), which
+was initially filed with the SEC on December 28, 2023, and declared effective by the SEC on April 26, 2024, and a registration
+statement on Form S-1 (File No. 333-279388) filed on May 13, 2024, pursuant to Rule 462(b) of the Securities
+Act. The May 2024 Offering resulted in gross proceeds to us of approximately $8.19 million, before deducing placement agent fees
+and other offering expenses and fees.
+
+ 
+
+On March 4, 2024, we entered into a warrant
+termination agreement with Maxim Group LLC. Pursuant to the warrant termination agreement, we have terminated certain warrants previously
+granted to Maxim Group LLC, for the purchase of 62,500 shares of our Class A common stock, with a termination consideration of $78,125.
+This termination became effective on March 27, 2024.
+
+ 
+
+On January 24, 2024, we entered into a stock
+purchase agreement with Edward and the sole shareholder of Edward. On January 29, 2024, we entered into an amendment to the stock
+purchase agreement with Edward and the sole shareholder of Edward, modifying certain terms of such agreement. Pursuant to the stock purchase
+agreement, as amended, we agreed to acquire 100% of the equity interests in Edward from the sole shareholder of Edward, for a cash payment
+of $300,000 and 1,272,329 shares of our Class A common stock. On February 2, 2024, we closed the acquisition and Edward became
+a wholly owned subsidiary of our Company. Edward owns the edwardtransitusa.com domain name and the LOFIRST 
+trademark and holds an Ocean Transportation Intermediary License (License No. 015545N). The information on edwardtransitusa.com is
+not part of, and is not incorporated by reference into, this prospectus. As the owner of the Ocean Transportation Intermediary License,
+being a non-vessel operating common carrier, Edward is subject to the regulations of the Federal Maritime Commission and must maintain
+a bond in the amount of $75,000.
+
+ 
+
+On July 2, 2024, our stockholders approved our
+third amended and restated articles of incorporation, which specify that we are authorized to issue 891,750,000 shares of Class A common
+stock, par value $0.0001 per share, and 108,250,000 shares of Class B common stock, par value $0.0001 per share. Holders of both classes
+have the same rights except for voting and conversion rights. In respect of matters requiring a stockholder vote, each holder of Class A
+common stock is entitled to one vote per share of Class A common stock and each holder of Class B common stock is entitled to
+15 votes per share of Class B common stock. Due to the voting power of Class B common stock, the holders of Class B common
+stock currently and may continue to have a concentration of voting power, which limits the ability of holders of Class A common stock
+to influence corporate matters. See "Risk Factors—Trading Risks—The dual class structure of our common stock has the
+effect of concentrating voting control with our Chief Executive Officer, and his interests may not be aligned with the interests of our
+other stockholders." Shares of Class B common stock are convertible into shares of Class A common stock at any time after
+issuance at the option of the holder on a one-to-one basis. Shares of Class A common stock are not convertible into shares of any
+other class. See "Description of Share Capital." Unless the context requires otherwise, all references to the number of shares
+of Class A and Class B common stock to be outstanding after this offering is based on 24,148,329 shares of Class A common
+stock and 8,250,000 shares of Class B common stock issued and outstanding as of the date of this prospectus.
+
+ 
+
+Corporate Information
+
+ 
+
+Our principal executive offices are located at
+6201 Fairview Road, Suite 225, Charlotte, North Carolina, 28210. Our telephone number at our principal executive office is (704)
+826-7280. Our corporate website is https://www.cheetah-net.com. The information on our corporate website is not part of, and is not incorporated
+by reference into, this prospectus.
+
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+Summary of Risk Factors
+
+ 
+
+Investing in our securities involves significant
+risks. You should carefully consider all of the information in this prospectus before making an investment in our securities. Below please
+find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section
+titled Risk Factors. 
+
+ 
+
+Economic, Political, and Market Risks (for
+a more detailed discussion, see Risk Factors Economic, Political, and Market Risks beginning on page 10 of this
+prospectus)
+
+ 
+
+Risks and uncertainties related to our business
+include, but are not limited to, the following:
+
+ 
+
+ 
+ 
+ 
+ Our business, financial
+ condition, and results of operations could be materially adversely affected if luxury car manufacturers decrease prices for vehicles
+ sold in China s market (see page 10 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Changes in consumer demand in the PRC market towards fuel-efficient vehicles and electric vehicles, or a general declining purchasing power of PRC consumers, is adversely affecting our vehicle sales volumes and our results of operations (see page 11 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The PRC government policies on the purchase and ownership of automobiles and stricter emission standards, may reduce the market demand for the automobiles we sell and thus negatively affect our business and growth prospects (see page 11 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We facilitate the import of automobiles of foreign brands into the PRC market as parallel-import vehicles, and any adverse change in political relations between the PRC and the U.S. or any other country where those brands originate, including the ongoing trade conflicts between the U.S. and the PRC, may negatively affect our business (see page 12 of this prospectus); and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflicts between Russia and Ukraine and in the Middle East and the increasingly strained relationship between the U.S. and China. Our business, financial condition and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflicts in Ukraine and the Middle East or any other geopolitical tensions (see page 12 of this prospectus). 
+
+ 
+ 
+
+Operational Risks (for a more detailed discussion,
+see Risk Factors Operational Risks beginning on page 14 of this prospectus)
+
+ 
+
+Risks and uncertainties related to our business
+include, but are not limited to, the following:
+
+ 
+
+ 
+ 
+ 
+ Our business may rely on a few customers that each accounts for more than 10% of our total purchases, and interruption in their operations may have an adverse effect on our business, financial condition, and results of operations (see page 14 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our engagement of independent contractors, who serve as purchasing agents to acquire automobiles from U.S. dealers, exposes us to risks beyond our control (see page 14 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Each of our purchasing agents can usually perform only a limited number of purchases before being recorded in the dealers database of customers who they suspect of purchasing vehicles for export ( Suspect Customer Database ). To that end, we must maintain a sufficient number of purchasing agents for procurement, and if these purchasing agents are unable or unwilling to continue in their present positions, or if we fail to recruit and maintain a sufficient number of new purchasing agents to meet our purchasing demand, our business may be severely disrupted (see page 14 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We may be subject to losses, penalties, expenses, and damages for indemnifying purchasing agents for losses arising from breach of contract resulting from reselling the automobiles to us for export (see page 15 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Sales to the PRC market represented approximately 100%, 78.7%, and 93.1% of our revenue from parallel-import vehicles for the three months ended March 31, 2024 and the years ended December 31, 2023 and 2022, respectively, and, to the extent we generate near-term sales, we expect such sales to continue to represent a significant part of our revenue. Any negative impact to our ability to sell our products to our PRC customers could materially and adversely affect our results of operations and financial condition (see page 15 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We may not be able to manage our inventories effectively, which may affect our operations and financial results (see page 15 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We launched our financial services in October 2022 and started providing our warehousing and logistics services in February 2024, some or all of which may not succeed, and may adversely affect our business, financial condition, and results of operations (see page 16 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The COVID-19 pandemic adversely impacted our business, results of operations, and cash flows in 2022 (see page 17 of this prospectus);
+
+ 
+ 
+
+ 6
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Our business and results of operations may be affected by product defects, vehicle recalls, and warranty claims (see page 18 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Any negative publicity about us, our products and services, and our management may materially and adversely affect our reputation and business (see page 18 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ If we fail to attract,
+ recruit, or retain our key personnel, including our executive officers, senior management, and key employees, our ongoing operations
+ and growth could be affected (see page 19 of this prospectus); and 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Future acquisitions may have an adverse effect on our ability to manage our business (see page 20 of this prospectus). 
+
+ 
+ 
+
+Legal, Regulatory, and Compliance Risks (for
+a more detailed discussion, see Risk Factors Legal, Regulatory, and Compliance Risks beginning on page 21 of
+this prospectus)
+
+ 
+
+Risks and uncertainties related to our business
+include, but are not limited to, the following:
+
+ 
+
+ 
+ 
+ 
+ We are subject to automotive and other laws and regulations in the U.S., which, if we are found to have violated, may adversely affect our business and results of operations (see page 21 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Non-compliance with laws and regulations on the part of any third parties with which we conduct business could expose us to legal expenses, compensation to third parties, penalties, and disruptions of our business, which may adversely affect our results of operations and financial performance (see page 21 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Third parties may claim that we infringe their proprietary intellectual property rights, which could cause us to incur significant legal expenses and prevent us from promoting our services (see page 22 of this prospectus); 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial condition (see page 22 of this prospectus); and 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ As we generate a substantial portion of our revenue from customers operating in the PRC market, we are subject to significant regulatory risks arising from the legal system in China, which can change quickly with little advance notice (see page 22 of this prospectus).
+
+ 
+ 
+
+Trading Risks (for a more detailed discussion,
+see Risk Factors Trading Risks beginning on page 23 of this prospectus)
+
+ 
+
+In addition to the risks described above, we are
+subject to general risks and uncertainties relating to this offering and the trading market, including, but not limited to, the following:
+
+ 
+
+ 
+ 
+ 
+ Assuming that we are able to sell the shares of Class A common stock in this offering, we expect that the consummation of this offering could cause the price of our Class A common stock to decline (see page 23 of this prospectus); 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The market price of our Class A common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the public offering price (see page 24 of this prospectus); 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our existing shareholders will experience immediate and substantial
+dilution in the net tangible book value of Class A common stock as a result of this offering (see page 25 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ If we fail to maintain an effective system of internal controls, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Class A common stock may be materially and adversely affected (see page 25 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The dual class structure of our common stock has the effect of concentrating voting control with our Chief Executive Officer, and his interests may not be aligned with the interests of our other stockholders (see page 26 of this prospectus); and
+
+ 
+ 
+
+ 
+ 
+ 
+ We are an emerging growth company and a smaller reporting company under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors (see page 27 of this prospectus).
+
+ 
+ 
+
+ 7
+
+ 
+
+ 
+
+ 
+
+Impact of the COVID-19 Pandemic on Our Operations
+and Financial Performance
+
+ 
+
+During the year ended December 31, 2022,
+the COVID-19 pandemic had a material impact on our financial positions and operating results. First, the COVID-19 pandemic restricted
+our purchasing agents in the U.S. from freely purchasing designated automobiles at U.S. automobile dealerships, either because of the
+short supply of vehicles or because of store closings or limited opening hours due to the pandemic. Due to the implementation of significant
+governmental measures in the PRC intended to control the spread of the virus, including lockdowns, closures, quarantines, and travel bans,
+parallel-import vehicle consumers are less willing to spend and their purchasing power has declined. As of the date of this prospectus,
+the spread of COVID-19 has been under control, and during the three months ended March 31, 2024 and the year ended December 31,
+2023, the COVID-19 pandemic did not have a material impact on our financial positions and operating results. See Risk Factors Operational
+Risks The COVID-19 pandemic adversely impacted our business, results of operations, and cash flows in 2022. 
+
+ 
+
+Implications of Being an Emerging Growth Company
+
+ 
+
+As a company with less than $1.235 billion in
+revenue during our last fiscal year, we qualify as an emerging growth company as defined in the JOBS Act. An emerging
+growth company may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In
+particular, as an emerging growth company, we:
+
+ 
+
+ 
+ 
+ 
+ may present only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations;
+
+ 
+ 
+
+ 
+ 
+ 
+ are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives, and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as compensation discussion and analysis ;
+
+ 
+ 
+
+ 
+ 
+ 
+ are not required to obtain an attestation and report from our auditors on our management s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
+
+ 
+ 
+
+ 
+ 
+ 
+ are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the say-on-pay, say-on frequency, and say-on-golden-parachute votes);
+
+ 
+ 
+
+ 
+ 
+ 
+ are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; and 
+
+ 
+ 
+
+ 
+ 
+ 
+ are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act.
+
+ 
+ 
+
+We intend to take advantage of all of these
+reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial
+accounting standards under 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our
+financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the
+phase-in periods under 107 of the JOBS Act.
+
+ 
+
+Under the JOBS Act, we may take advantage of the
+above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The
+JOBS Act provides that we would cease to be an emerging growth company at the end of the fiscal year in which the fifth
+anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act occurred,
+if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our Class A common stock held
+by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.
+
+ 
+
+ 8

parsed_sections/prospectus_summary/2024/DEC_diversifie_prospectus_summary.txt

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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 deciding to invest in our ordinary shares. You should read the entire prospectus, including the information incorporated by reference herein, carefully, including the section titled Risk Factors included in this prospectus and our consolidated financial statements and related notes incorporated by reference herein before making an investment decision. Some of the statements in this summary constitute forward-looking statements. See the section titled Special Note Regarding Forward-Looking Statements. We have provided definitions for certain natural gas and oil terms used in this prospectus in the section titled Commonly Used Defined Terms beginning on page 1 of this prospectus. Diversified Energy Company PLC We are a leading independent energy company focused on natural gas and liquids production, transportation, marketing and well retirement, primarily located within the Appalachian and Central regions of the United States. Our strategy is to acquire existing long-life assets and to make investments in those assets to improve environmental and operational performance under a modern field management philosophy and stewardship-based approach to generate cash flows and maximize shareholder returns. Our target assets are characterized by multi-decade production profiles and low decline rates, and we place a particular focus on assets whose value we believe can be enhanced by scale and vertical integration through complementary midstream infrastructure or by our operational and marketing framework. Summary of Risks Related to our Business Investing in our ordinary shares involves risks. You should carefully consider the risks described in the section titled Risk Factors in this prospectus and in our SEC filings that are incorporated by reference herein, before making a decision to invest in our ordinary shares. Corporate Information We were incorporated as a public limited company with the legal name Diversified Gas & Oil plc under the laws of the United Kingdom on July 31, 2014 with the company number 09156132. On May 6, 2021, we changed our company name to Diversified Energy Company PLC. Our registered office is located at 4th Floor Phoenix House, 1 Station Hill, Reading, Berkshire United Kingdom, RG1 1NB. In February 2017, our shares were admitted to trading on the Alternative Investment Market of the London Stock Exchange ( LSE ) under the ticker DGOC. In May 2020, our shares were admitted to listing on the Official List of the United Kingdom Financial Conduct Authority and to trading on the Main Market of the LSE. With the change in corporate name in 2021, our shares listed on the LSE began trading under the new ticker DEC. In December 2023, our shares were admitted to trading on the New York Stock Exchange ( NYSE ) under the ticker DEC. Our principal executive offices are located at 1600 Corporate Drive, Birmingham, Alabama 35242, and our telephone number at that location is +1 (205) 408-0909. Our website address is www.div.energy. The information contained on, or that can be accessed from, our website does not form part of this prospectus. We have included our website address solely as an inactive textual reference. Implications of Being a Foreign Private Issuer Our status as a foreign private issuer exempts us from compliance with certain laws and regulations of the SEC and certain regulations of the NYSE. Consequently, we are not subject to all of the disclosure requirements applicable to U.S. public companies. For example, we are exempt from certain rules under the U.S. Securities and Exchange Act of 1934, as amended ( Exchange Act ), that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, our executive officers and directors are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. Accordingly, there may be less publicly available information concerning our company than there is for U.S. public companies. TABLE OF CONTENTS In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD (Fair Disclosure) of the Exchange Act, aimed at preventing issuers from making selective disclosures of material information. We may take advantage of these exemptions until such time as we no longer qualify as a foreign private issuer. In order to maintain our current status as a foreign private issuer, either a majority of our outstanding voting securities must be directly or indirectly held of record by non-residents of the United States, or, if a majority of our outstanding voting securities are directly or indirectly held of record by residents of the United States, a majority of our executive officers or directors may not be United States citizens or residents, more than 50% of our assets cannot be located in the United States and our business must be administered principally outside the United States. We have taken advantage of certain of these reduced reporting and other requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in the United States in which you may hold equity securities. TABLE OF CONTENTS

parsed_sections/prospectus_summary/2024/DJTWW_trump_prospectus_summary.txt

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+SUMMARY OF THE PROSPECTUS This summary highlights selected information included in this prospectus and does not contain all of the information that may be important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements included elsewhere in this prospectus. The Company Trump Media & Technology Group Corp. TMTG believes free and open communication, particularly political speech, is essential to self-government and democracy. Free expression allows citizens to keep their government in check and inform themselves as voters. Free speech also enables the discovery of truth through the uninhibited marketplace of ideas. Truth often emerges only when opposing ideas can compete against each other on a level playing field. TMTG further believes that the ability to freely express core political speech is among the inalienable rights affirmed by the Declaration of Independence that underlay America s system of government. TMTG therefore aspires to build a media and technology powerhouse to rival the liberal media consortium and promote free expression. TMTG was founded to fight back against the big tech companies Meta (Facebook, Instagram and Threads), X (formerly Twitter), Netflix, Alphabet (Google), Amazon and others that may curtail debate in America and censor voices that contradict their woke ideology. As confirmed by the Twitter Files expos s, X has long suppressed conservative speech (including at the behest of U.S. government officials) through various means, including shadow banning a surreptitious process in which users may not even know their posts are being hidden from other users. X also outright banned conservative users such as President Donald J. Trump, who was banned for one year and ten months even while X continued to allow the Taliban to freely post their views to the world. In July 2023, a federal district court judge found that Biden White House personnel likely colluded with big tech companies to violate Americans First Amendment rights. The opinion expressed that targeted suppression of conservative ideas is a perfect example of viewpoint discrimination of political speech. Big tech companies transformation into the arbiters of public speech and organs of state-sponsored censorship contradicts American values. Their suppression of dissident speech constitutes the most serious threat today to a free and democratic debate. Thus, TMTG aims to safeguard public debate and open dialogue, and to provide a platform for all users to freely express themselves. TMTG s first product, Truth Social, is a social media platform aiming to disrupt big tech s control on free speech by opening up the internet and giving the American people their voices back. It is a public, real-time platform where any user can create content, follow other users and engage in an open and honest global conversation without fear of being censored or cancelled due to their political viewpoints. TMTG does not restrict whom a user can follow, which greatly enhances the breadth and depth of available content. Additionally, users can be followed by other users without requiring a reciprocal relationship, enhancing the ability of TMTG users to reach a broad audience. Background TMTG was incorporated on December 11, 2020 as Digital World Acquisition Corp., a blank check company formed for the purpose of entering into an initial business combination with one or more businesses or entities. On the Closing Date, Digital World, now known as Trump Media & Technology Group Corp., consummated the Business Combination with Private TMTG pursuant to the Merger Agreement. In connection with the consummation of the Business Combination, Digital World was renamed Trump Media & Technology Group Corp. and Private TMTG, which became a wholly owned subsidiary of TMTG, was renamed TMTG Sub Inc. Effective upon consummation of the Business Combination, DWAC authorized the issuance of new Common Stock described in the section of this prospectus titled Description of Securities. Recent Developments WCT Asset Acquisition On July 3, 2024, TMTG, WorldConnect Technologies, L.L.C. ( WCT ), WorldConnect IPTV Solutions, LLC ( Solutions ) and JedTec, L.L.C. ( JedTec ) entered into an asset acquisition agreement (the Asset TABLE OF CONTENTS Acquisition Agreement ), pursuant to which TMTG agreed to acquire substantially all of the assets of WCT or its affiliate, which mainly included certain agreements, including an option agreement (the Option Agreement ), dated February 5, 2024, by and between WCT, Perception Group, Inc., Perception TVCDN Ltd., and FORA, FOrum RA unalni tva, d.o.o., as amended (each of the parties thereto other than WCT, collectively, Perception ), as well as ancillary agreements related to the source code purchase (the Source Code Purchase Agreement ) and support and maintenance (the Support and Maintenance Agreement , together with the Source Code Purchase Agreement, the CDN Agreements ). The transaction closed on August 9, 2024, the date which is two business days after the Company implemented the Perception Software and Network (as defined below) with all back-end API services having become generally available on iOS, Google/Android, and web media services and with streaming enabled from at least one data-center (the Asset Closing Date ). Pursuant to the Option Agreement, on the Asset Closing Date, WCT assigned to the Company the CDN Agreements, which are being used for the roll out of the CDN technology for the Truth platform (the updated version of the Company s Truth Social web and mobile application with streaming enabled using intellectual property obtained from Perception, the Perception Software and Network ). In addition, Perception and its affiliates agreed not to use or permit other parties to use the Source Code (as defined below) until August 9, 2029 for any purpose that competes, in the United States, with the Truth platform or commercialization of such Source Code in the United States. In addition, the Option Agreement grants the (i) option to purchase Perception, until July 3, 2026, subject to a future negotiation of the price and terms of such acquisition and (ii) right of first refusal, until February 5, 2026, to purchase Perception in the event of a bona fide written offer from an unaffiliated third party to purchase more than 50% of the assets of Perception. The Company does not have any current intention to exercise those rights. Pursuant to the Asset Acquisition Agreement, on the Asset Closing Date, the Company agreed to issue to Solutions and JedTec as consideration up to 5,100,000 shares (the Asset Acquisition Shares ) of TMTG common stock, 2,600,000 shares of which were issued on the Asset Closing Date and 2,500,000 shares of which will be issuable upon the satisfaction of certain Milestones (as defined in the Asset Acquisition Agreement). In addition, with respect to all of the Asset Acquisition Shares, for a period of 12 months after the Asset Closing Date, neither JedTec, Solutions nor their respective affiliates will be permitted to collectively sell an amount of the Asset Acquisition Shares during any consecutive two trading week period (the Two Week Sale Period ) exceeding the Set Percentage. For the purposes of this restriction, the Set Percentage means a percentage of the average daily trading volume of the common stock during the immediately preceding two consecutive trading weeks as reported on primary exchange on which the common stock is traded (i.e., currently the NASDAQ) (the Prior Two Week ADTV ). Unsold amounts from a Two Week Sale Period do not carry over to a subsequent Two Week Sale Period. The Set Percentage is 3% for the first six months after the Asset Closing Date and 5% from six to 12 months after the Asset Closing Date. For example, if during the first six months after the Asset Closing date a Prior Two Week ADTV is 5,000,000 shares, restricted holders cannot sell more than 150,000 shares during the following Two Week Sale Period. Under the same fact pattern during six to 12 months after the Asset Closing Date, restricted holders could not sell more than 250,000 shares during such Two Week Sale Period. Concurrently with the execution of the Asset Acquisition Agreement, and as a condition and inducement to the willingness of the Company to enter into it, WCT exercised the Option Agreement and entered into the Source Code Purchase Agreement and the Support and Maintenance Agreement, which agreements were assigned to the Company on the Asset Closing Date. Under the Source Code Purchase Agreement, Perception agreed to sell a copy of the source code of the software related to the CDN technology ( Source Code ) and grant the WCT (which grant was assigned under the Asset Acquisition Agreement to the Company) an irrevocable, non-exclusive, worldwide, perpetual right and license to forever retain, copy, reproduce, use, modify, enhance, create modifications and derivative works of, display, distribute, perform, compile, execute, sublicense, and otherwise exploit the Source Code and all resulting compiled software for commercial exploitation. The purchase price of $17,500,000 is payable by the Company in four installments to be completed by the third anniversary of the execution date of the Source Code Purchase Agreement. Further to supplement the Source Code Purchase Agreement, WCT entered into a Support and Maintenance Agreement, under which Perception is to assist TMTG in commercializing the Source Code to develop, launch, and grow the platform. The acquisition of the Source Code is effective as of the Asset Closing Date. Pursuant to the Asset Acquisition Agreement, TMTG will assume on the Asset Closing Date WCT s rights and obligations under the Source Code Purchase Agreement and the Support and Maintenance Agreement for five years, which includes an annual service fee of $5,650,000. In connection with the Source Code Agreement, TMTG entered into a source code escrow agreement related to the sale of the Source Code. Pursuant to such agreement, Perception delivered a copy of the TABLE OF CONTENTS Source Code into an escrow account. Subject to certain terms and conditions, immediately after the Asset Closing Date, the escrow agent will hold the Source Code until Perception receives the full purchase price of $17,500,000 for the Source Code. Upon full payment, the Source Code and any modifications will be released to TMTG. TMTG entered into a registration rights agreement with Solutions and JedTec on the Asset Closing Date, pursuant to which TMTG may need to file a registration statement with the SEC to register for resale the Asset Acquisition Shares within 15 days following the Asset Closing Date upon receiving a demand for registration from WCT (the Registration Demand ). TMTG received the Registration Demand on August 9, 2024, pursuant to which this registration statement is filed. TMTG will use its reasonable best efforts to cause such registration statement to become effective and remain effective until all the Asset Acquisition Shares covered by such registration statement have been sold. Committed Equity Financing On July 3, 2024, we entered into the Standby Equity Purchase Agreement ( SEPA ) with YA II PN, LTD., a Cayman Islands exempt limited partnership ( Yorkville ) pursuant to which we have the right to sell to Yorkville up to $2,500,000,000 of shares of our Common Stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of shares of our Common Stock to Yorkville under the SEPA, and the timing of any such sales, are at our option, and we are under no obligation to sell any securities to Yorkville under the SEPA. In accordance with our obligations under the SEPA, we filed the registration statement that includes a prospectus, dated July 15, 2024, with the SEC to register under the Securities Act the resale by Yorkville of 37,644,380 shares of our Common Stock that we may elect, in our sole discretion, to issue and sell to Yorkville, under the SEPA as well as 200,000 Commitment Shares issued to Yorkville and 125,000 Placement Agent Shares to EF Hutton. We shall not effect any sales under the SEPA and Yorkville shall not have any obligation to purchase shares of our Common Stock under the SEPA to the extent that after giving effect to such purchase and sale the aggregate number of shares of Common Stock issued under the SEPA together with any shares of Common Stock issued in connection with any other transactions that may be considered part of the same series of transactions, where the average price of such sales would be less than $31.73 and the number of shares issued would exceed the number of shares representing 19.99% of the outstanding voting common stock as of June 25, 2024. Thus, we may not have access to the right to sell the full $2,500,000,000 shares to Yorkville. In connection with the SEPA, we registered 37,969,380 shares of Common Stock, which amount includes the (i) 200,000 Commitment Shares and (ii) 125,000 Placement Agent Shares, and which represents the maximum amount that we could register without obtaining approval of stockholders in accordance with Nasdaq s minimum price rule. However, if we desire to issue more than 37,969,380 shares of our Common Stock at an average price per share that does not equal or exceed $31.73 (which represents the lower of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the date of the SEPA; or (ii) the average Nasdaq Official Closing Price for the five trading days immediately precedent the date of the SEPA), we would be required to obtain stockholder approval under the Nasdaq listing rules. As long as we continue to satisfy the conditions to Yorkville s purchase obligation set forth in the SEPA, we have the right, but not the obligation, from time to time at our discretion until the first day of the month following the 36-month period after the date of the SEPA, to direct Yorkville to purchase a specified amount of shares of our Common Stock (each such sale, an Advance ) by delivering written notice to Yorkville (each, an Advance Notice ). The per share subscription price Yorkville will pay for the shares will be 97.25% of the market price during a three-day pricing period. The Market Price is defined in the SEPA as the lowest daily VWAP (as defined below) during the three consecutive trading days, commencing on either (i) the trading day upon which TMTG submits an Advance Notice to Yorkville or (ii) the first trading day immediately following the date TMTG submits an Advance Notice to Yorkville. VWAP means, for any trading day, the daily volume weighted average price of our Common Stock for such date on NASDAQ as reported by Bloomberg L.P. during regular trading hours. There is no upper limit on the subscription price per share that Yorkville could be obligated to pay for such shares. TABLE OF CONTENTS We will continue to control the timing and amount of any sales of shares of our Common Stock to Yorkville. Actual sales of shares of our Common Stock to Yorkville under the SEPA will depend on a variety of factors to be determined by us from time to time, which may include, among other things, market conditions, the trading price of our Common Stock and determinations by us as to the appropriate sources of funding for our business and its operations. Yorkville will not be obligated to subscribe to shares of our Common Stock under the SEPA which, when aggregated with all other shares of Common Stock then beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by Yorkville and its affiliates to exceed 4.99% of the outstanding voting power or number of our shares of Common Stock (the Beneficial Ownership Limitation ). The net proceeds under the SEPA to us will depend on the frequency and prices at which we sell shares of our Common Stock to Yorkville. We expect that any proceeds received by us from such sales to Yorkville will be used for working capital and general corporate purposes. Yorkville has agreed that it and its affiliates will not engage in any short sales of shares of Common Stock nor enter into any transaction that establishes a net short position in the shares of our Common Stock during the term of the SEPA. The SEPA will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the date of the SEPA or (ii) the date on which Yorkville shall have made payment of Advances pursuant to the SEPA for shares of our Common Stock equal to $2,500,000,000. We have the right to terminate the SEPA at no cost or penalty upon five (5) trading days prior written notice to Yorkville, provided that there are no outstanding Advance Notices for which shares of our Common Stock need to be issued and TMTG has paid all amounts owed to Yorkville pursuant to the SEPA. We and Yorkville may also agree to terminate the SEPA by mutual written consent. Neither we nor Yorkville may assign or transfer our respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived by us or Yorkville other than by an instrument in writing signed by both parties. As consideration for Yorkville s commitment to purchase shares of our Common Stock at our direction upon the terms and subject to the conditions set forth in the SEPA, we paid YA Global II SPV, LLC, a subsidiary of Yorkville, (i) a structuring fee in the amount of $25,000 and (ii) a commitment fee in the form of 200,000 Commitment Shares. EF Hutton acted as the exclusive placement agent in connection with the transactions contemplated by the SEPA, for which we issued to EF Hutton 125,000 Placement Agent. The SEPA contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. We do not know what the future subscription price for our shares of Common Stock will be and therefore cannot be certain as to the total number of shares we might issue to Yorkville under the SEPA. The number of shares ultimately offered for resale by Yorkville is dependent upon the number of shares of our Common Stock we may elect to sell in the future to Yorkville under the SEPA, in addition to the amount already sold. We may need to register for resale under the Securities Act additional shares in order to receive aggregate gross proceeds equal to the $2,500,000,000 available to us under the SEPA. If we elect to issue and sell more than the 37,644,380 shares of our Common Stock to Yorkville, such additional issuance of shares could cause additional dilution to existing shareholders. The number of shares ultimately offered for resale by Yorkville is dependent upon the number of shares we may elect to sell to Yorkville under the SEPA. There are substantial risks to our stockholders as a result of the sale and issuance of our shares of Common Stock to Yorkville under the SEPA. These risks include the potential for substantial dilution and significant declines in the price of our Common Stock. See the section entitled Risk Factors. Issuances of our shares of Common Stock under the SEPA will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing shareholders will be diluted as a result of any such TABLE OF CONTENTS issuance. Although the number of shares of Common Stock that our existing shareholders own will not decrease as a result of sales, if any, under the SEPA, the shares of Common Stock owned by our existing shareholders will represent a smaller percentage of our total outstanding Common Stock after any such issuance to Yorkville. Tax Remittance and Share Repurchase Effective August 22, 2024, the Board and the audit committee authorized a share repurchase of an aggregate of 128,138 shares of Common Stock from certain executive employees at a prevailing market price of $22.70 per share. As consideration for the repurchase, the Company will remit $2,908,708, plus applicable penalties and interest, to the U.S. Internal Revenue Service and certain state taxing authorities in connection with the March 7, 2024 issuance of the TMTG Executive Promissory Notes. Stock Exchange Listing Our Common Stock and Public Warrants are currently listed on Nasdaq and trade under the symbols DJT and DJTWW, respectively. On August 15, 2024, the closing price of our Common Stock was $23.57 per share and the closing price of our Public Warrants was $15.09 per Public Warrant. Summary of Risk Factors Investing in our securities involves risks. You should carefully consider the risks described in Risk Factors beginning on page 18 before making a decision to invest in our Common Stock. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. Some of the risks related TMTG s business and industry are summarized below. Risks Related to TMTG s Business TMTG has a limited operating history, making it difficult to evaluate TMTG s business and prospects and may increase the risks associated with your investment. TMTG s actual financial position and results of operations may differ materially from the expectations of TMTG s Management Team. If Truth Social fails to develop and maintain followers or a sufficient audience, if adverse trends develop in the social media platforms generally, or if President Donald J. Trump were to cease to be able to devote substantial time to Truth Social, TMTG s business would be adversely affected. Digital World previously identified material weaknesses in its internal control over financial reporting, and TMTG may identify additional material weaknesses in its previously issued financial statements and in the future, which may cause TMTG to fail to meet its reporting obligations or result in material misstatements of its financial statements. Adeptus, TMTG s former independent registered public accounting firm, has indicated that TMTG s financial condition raises substantial doubt as to its ability to continue as a going concern. TMTG s estimates of market opportunity and forecasts of market growth may be inaccurate. TMTG s business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection, and other matters. In the future, TMTG may be involved in numerous class action lawsuits and other lawsuits and disputes. Computer malware, viruses, hacking, phishing attacks, and spamming could adversely affect TMTG s business and results of operations. Risks Related to President Donald J. Trump TMTG s success depends in part on the popularity of its brand and the reputation and popularity of President Donald J. Trump. Adverse reactions to publicity relating to President Donald J. Trump, or the loss of his services, could adversely affect TMTG s revenues and results of operations. President Donald J. Trump is the subject of numerous legal proceedings. An adverse outcome in one or more of the ongoing legal proceedings could negatively impact TMTG. TABLE OF CONTENTS The terms of a license agreement with President Donald J. Trump are not terminable by TMTG when it may be desirable to TMTG. In addition, the license agreement does not require President Donald J. Trump to use Truth Social in certain circumstances, including with respect to posts that he determines, in his sole discretion, to be politically-related. If TMTG disagrees with President Donald J. Trump about the scope of his obligation to use, or first post on, Truth Social, TMTG lacks any meaningful remedy with respect to such disagreement which could have a material adverse effect on the business and/or operations of TMTG. Because President Donald J. Trump is a candidate for president, he may, subject to the Lock-up Period, divest his interest in Truth Social. TMTG depends on numerous third-parties to operate successfully, and many of these third parties may not want to engage with TMTG to provide any services. Risks Related to Ownership of TMTG Securities The market price of TMTG s common stock may decline. TMTG may not use the funds available to it effectively. TMTG stockholders may experience significant dilution in the future. As of August 15, 2024, President Donald J. Trump holds approximately 57.3% of the outstanding TMTG Common Stock, which limits other stockholders ability to influence the outcome of matters submitted to stockholders for approval. The sale and issuance of shares of Common Stock to Yorkville will cause dilution to our existing stockholders, and the sale of shares of Common Stock acquired by Yorkville, or the perception that such sales may occur, could cause the price of our Common Stock to fall. Emerging Growth Company We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by 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 independent registered public accounting firm 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 non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have taken advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) (a) December 31, 2026, (b) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, or (c) the last day of the fiscal year 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 prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Common Stock held by non-affiliates equals or exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues equaled or 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 30th. TABLE OF CONTENTS We expect to lose our emerging growth company and smaller reporting company status at the end of the fiscal year ended December 31, 2024, when we expect to qualify as a large accelerated filer based on the worldwide market value of our common equity held by non-affiliates as at June 30, 2024. Corporate Information TMTG's principal executive office is located at 401 N. Cattlemen Rd., Suite 200, Sarasota, FL 34232. TMTG's telephone number is (941) 735-7346. TABLE OF CONTENTS

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