Confidential Draft registration statement submitted to the Securities and Exchange Commission on September 29, 2023.

This draft registration statement has not been filed publicly with the Securities and Exchange Commission and
all information contained herein remains confidential.

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMPHITRITE DIGITAL INCORPORATED

(Exact name of registrant as specified in its charter)

Amphitrite Digital Incorporated

6501 Red Hook Plaza, Suite 201-465

St. Thomas, Virgin Islands, U.S., 00802

340-642-3895

(Address, including zip code, and telephone with area code, of registrant’s principal executive offices)

Cogency Global Inc.
10 East 40^th Street, 10^th Floor
New York, New York 10016
212-947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date hereof.

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, 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 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 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, a 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.

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 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 this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement contains two prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

The registrant has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus, which we refer to as the Alternate Pages, to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the selling stockholders.

The information contained herein is subject to completion or amendment. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell, nor does it seek an offer to buy these securities in any state where the offer, solicitation, or sale is not permitted.

PRELIMINARY PROSPECTUS

[   ] Shares of Common Stock

Amphitrite Digital Incorporated is offering [●] shares of Common Stock. This is our initial public offering (the “Offering”). Prior to this Offering, there has been no public market for our Common Stock We have applied to list our Common Stock on the Nasdaq Capital Market, or Nasdaq, under the symbols “AMDI”, respectively. No assurance can be given that our application will be approved. If our Common Stock is not approved for listing on Nasdaq, we will not consummate this Offering. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and we have elected to comply with certain reduced public company reporting requirements. See “PROSPECTUS SUMMARY — Emerging Growth Company Status.”

Investing in our securities involves a high degree of risk. See “RISK FACTORS” beginning on page 19 of this prospectus for a discussion of information that should be considered in connection with an investment in the Common Stock.

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.

We have granted the underwriters an option, exercisable within 45 days from the date of this prospectus, to purchase from us up to an additional 15% of the shares of Common Stock solely for the purpose of covering over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable will be $[●], and the total proceeds to us, before expenses, will be $[●].

Delivery of the shares of common stock is expected to be made on or about [●], 2023.

Sole Book Running Manager

Maxim Group LLC

The date of this prospectus is [●], 2023

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized any other person to provide you with information that is different from or adds to that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We are offering to sell and seeking offers to buy our Common Stock only in jurisdictions where offers and sales are permitted. You should assume that 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. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

We own or have rights to various trademarks, service marks, and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks and trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will assert, to the fullest extent under applicable law, our rights or the right of the applicable owner of these trademarks, service marks and trade names.

Through and including [●], 2023 (25 days after the date of this prospectus), all dealers that effect transactions in our common stock, whether or not participating in this Offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

For investors outside the United States: Neither we nor any of the underwriters has done anything that would permit this Offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this Offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the Offering of the shares of our common stock and the distribution of this prospectus and any such free writing prospectus outside of the United States.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

STATEMENT REGARDING INDUSTRY AND MARKET DATA

Any market or industry data contained in this prospectus is based on a variety of sources, including internal data and estimates, independent industry publications, government publications, reports by market research firms or other published independent sources. Industry publications and other published sources has been obtained from third-party sources believed to be reliable. Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions, and such information has not been verified by any independent sources. Accordingly, investors should not place undue reliance on such data and information.

TRADEMARKS

We have one pending trademark application with the USPTO for “Seas the Day Charters.” We have no other patents or trademarks. This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

RISK FACTORS

An investment in our securities involves a high degree of risk. In addition to the other information contained in this prospectus, the following risks have the potential to impact our business and operations. These risk factors are not exhaustive, and all investors are encouraged to perform their own investigation with respect to our business, financial condition and prospects. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe are immaterial could have a material adverse effect on our business, financial condition, results of operations and future growth prospects. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment.

Macroeconomic, Business, Market and Operational Risks

Adverse economic or other conditions could reduce the demand for maritime vessels and passenger spending, adversely impacting our operating results, cash flows and financial condition including impairing the value of our goodwill, ships, trademarks and other assets and potentially affecting other critical accounting estimates where the impact may be material to our operating results.

Demand for maritime vessels is affected by international, national, and local economic conditions. Weak or uncertain economic conditions may impact consumer confidence and pose a risk as vacationers postpone or reduce discretionary spending. This, in turn, may result in cruise booking slowdowns, decreased cruise prices and lower onboard revenues. Given the global nature of our business, we are exposed to many different economies, and our business could be negatively impacted by challenging conditions in any of the markets in which we operate, and/or related reactions by our competitors in such markets.

Our operating costs could increase due to market forces and economic or geopolitical factors beyond our control.

Our operating costs, including fuel, food, payroll and benefits, airfare, taxes, insurance, and security costs, can be and have been subject to increases due to market forces and economic or geopolitical conditions or other factors beyond our control, including global inflationary pressures, which have increased our operating costs. Increases in these operating costs have affected, and may continue to adversely affect, our future profitability.

In particular, increases in fuel prices have and could continue to materially and adversely affect our business as fuel prices impact not only our fuel costs, but also some of our other expenses, such as crew travel, freight, and commodity prices. Mandatory fuel restrictions may also create uncertainty related to the price and availability of certain fuel types potentially impacting operating costs.

Price increases for commercial airline services for our guests or major changes or reduction in commercial airline services and/or availability could adversely impact the demand for cruises and undermine our ability to provide reasonably priced vacation packages to our guests.

Many of our guests depend on scheduled commercial airline services to transport them to or from the ports where our maritime tours embark or disembark. Increases in the price of airfare would increase the overall price of the vacation to our guests, which may adversely impact demand for our tours and excursions. In addition, changes in the availability and/or regulations governing commercial airline services could adversely affect our guests’ ability to obtain air travel, as well as our ability to transfer our guests to or from our cruise ships, which could adversely affect our results of operations.

Terrorist attacks, war, and other similar events could have a material adverse impact on our business and results of operations.

We are susceptible to a wide range of adverse events, including terrorist attacks, war, conflicts, civil unrest and other hostilities. The occurrence of these events or an escalation in the frequency or severity of them, and the resulting political instability, travel restrictions and advisories and concerns over safety and security aspects of traveling or the fear of any of the foregoing, have had, and could have in the future, a significant adverse impact on demand and pricing in the travel and vacation industry. These events could also result in additional security measures taken by local authorities which have, and may in the future, impact access to ports and/or destinations. In addition, such events have led, and could lead, to disruptions, instability and volatility in global markets, supply chains and industries, increased operating costs, such as fuel and food, and disruptions affecting fleet modernization efforts, any of which could materially and adversely impact our business and results of operations. Further, such events could have the effect of heightening the other risks we have described in this report, any of which also could materially and adversely affect our business and results of operations.

Events and conditions around the world, including war and other military actions, such as the current invasion of Ukraine, heightened inflation and other general concerns impacting the ability or desire of people to travel, have led, and may in the future lead, to a decline in demand for travel, impacting our operating costs and profitability.

We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and security of travel, including government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks, war and military action, most recently the current invasion of Ukraine, and other general concerns. The current invasion of Ukraine and its resulting impacts, including supply chain disruptions, increased fuel prices and international sanctions and other measures that have been imposed, have adversely affected, and may continue to adversely affect, our business. These factors may also have the effect of heightening many other risks to our business, any of which could materially and adversely affect our business and results of operations. Additionally, we have been, and may continue to be, impacted by heightened regulations around customs and border control, travel bans to and from certain geographical areas, voluntary changes to our itineraries in light of geopolitical events, government policies increasing the difficulty of travel and limitations on issuing international travel visas. We have been, and may continue to be, impacted by inflation and supply chain disruptions and may also be impacted by adverse changes in the perceived or actual economic climate, such as global or regional recessions, higher unemployment and underemployment rates and declines in income levels.

Our reliance on shipyards, their subcontractors and our suppliers to implement our ship upgrade programs and to repair and maintain our ships exposes us to risks which could adversely impact our business.

We rely on shipyards, their subcontractors and our suppliers to effectively repair, maintain, and upgrade our existing ships on a timely basis and in a cost-effective manner. There are a limited number of shipyards with the capability and capacity to build, repair, maintain and/or upgrade our ships. As such, any disruptions affecting the fleet modernization supply chain will adversely impact our business as there are limited substitutes.

Suspensions and/or slowdowns of work at shipyards, could impact our ability to timely and cost-effectively procure new capacity, and our ability to execute scheduled drydocks and/or fleet modernizations. Variations from our plan could have a significant negative impact on our business operations and financial condition.

Building, repairing, maintaining and/or upgrading a ship is sophisticated work that involves significant risks. Material increases in commodity and raw material prices, and other cost pressures impacting the construction of a new ship, such as the cost of labor and financing, could adversely impact the shipyard’s ability to build the ship on a cost-effective basis. We may be impacted if shipyards, their subcontractors, and/or our suppliers encounter financial difficulties, supply chain, technical or design problems when building or repairing a ship. These problems have impacted and may in the future impact the timely delivery or cost of new ships or the ability of shipyards to repair and upgrade our fleet in accordance with our needs or expectations. In addition, delays, mechanical faults and/or unforeseen incidents may result in cancellation of cruises or delays of new ship orders or necessitate unscheduled drydocks. Such events could result in lost revenue, increased operating expenses, or both, and thus adversely affect our results of operations.

As a maritime tour activity operator, the nature of the company’s business is such where mechanical failure, boat repair, and the potential for guest personal injury have the potential for adverse financial impact to the company.

The company’s main venues for its guest charters and tour operations are maritime vessels including tenders, boats, yachts and ships. These vessels operate in the Caribbean, on inland waterways and near shore of the continental United States and on the Great Lakes. Maritime vessels may be negatively impacted by mechanical failure including unforeseen maintenance issues, floating obstructions, unforeseen natural occurrences and normal wear and tear of the vessel. The company’s tour activity business is conducted on water and may include in-water activities including swimming, snorkeling and other activities that may increase the risk of personal injury to our guests. These factors may have the effect of heightening legal and financial risks to our business. The sophisticated nature of repairing and revitalizing a ship involves risks, and shipyards may encounter financial, technical or design problems when doing these jobs. Delays in boat repair, revitalization or mechanical failures have in the past and may in the future result in delays or cancellations of expeditions and unscheduled drydocks and repairs of boats. If there is a significant accident, mechanical failure or similar problem involving a boat, we may have to place a boat in drydock for an extended period for repairs. Any such delays, cancellations of expeditions and/or unscheduled drydockings could have a material adverse effect on our business, results of operations and financial condition. These events and any related adverse publicity could result in lost revenue, increased operating expenses, or both, and thus adversely affect our results of operations.

The company’s tour activity business includes charter and tour options where food and alcohol may be consumed by the company’s guests. Food and alcohol consumption by our guests may increase the legal and financial risks to the company.

The company sells maritime tours and charters some of which include an option for guests to purchase food and / or alcohol products. Providing guests with food products may increase the legal and financial risk to the company including the risk related to inadequate disclosure, food allergy, and food contamination. Providing guests with alcohol products may increase the risk of guest injury. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of each vessel, including minimum age of patrons and employees; hours of operation; advertising; wholesale purchasing; inventory control; and handling, storage and dispensing of alcoholic beverages. The failure to receive or retain a liquor license, or any other required permit or license, in a particular location, or to continue to qualify for, or renew licenses, could have a material adverse effect on operations and our ability to obtain such a license or permit in other maritime vessels. These factors associated with the company providing food and / or alcohol consumption has the effect of increasing legal and financial risk to the company.

Instances of foodborne illness and outbreaks of disease, as well as negative publicity relating thereto, could result in reduced demand for our menu offerings and negatively impact our business.

Our supply chain and food safety controls and training may not be fully effective in preventing all food safety issues at our venues on our maritime vessels, including any occurrences of foodborne illnesses such as salmonella, E. coli and hepatitis A. In addition, we rely on third-party vendors, making it difficult to monitor food safety compliance and increasing the risk that foodborne illness would affect multiple locations rather than a single maritime vessel. Some foodborne illness incidents could be caused by third-party vendors and distributors outside of our control.

New illnesses resistant to our current precautions may develop in the future, or diseases with long incubation periods could arise, that could give rise to claims or allegations on a retroactive basis. One or more instances of foodborne illness in any of our venues or markets or related to food products we sell could negatively affect our venue sales nationwide if highly publicized on national media outlets or through social media. This risk exists even if it were later determined that the illness was wrongly attributed to us or one of our vessels. A number of restaurant chains have experienced incidents related to foodborne illnesses that have had material adverse effects on their operations. The occurrence of a similar incident at one or more of our vessels, or negative publicity or public speculation about an incident, could reduce customer demand for our maritime vessels and negatively impact demand for our maritime tours.

Disease outbreaks and an increase in concern about the risk of illness and the ongoing impact of the COVID-19 pandemic on our business and the impact on our results of operations is uncertain.

Disease outbreaks and increased concern related to illness when traveling to, from, and on our maritime vessels such as COVID-19 could cause a drop in demand for tours and charters, guest cancellations, travel restrictions, an unavailability of ports and/or destinations, cruise cancellations, ship redeployments and an inability to source our crew, provisions or supplies from certain places. In addition, we may be subject to increased concerns that cruises are more susceptible than other vacation alternatives to the spread of infectious diseases. The extent of the effects of the COVID-19 pandemic on our business, results of operations, cash flows and growth prospects are uncertain and will ultimately depend on future developments.

Our business is dependent on the ability of consumers to travel, particularly by air. The ability of consumers to travel internationally has been significantly impacted by the various travel restrictions between countries. While performance has improved with the relaxation of these restrictions, economic and operating conditions for our business may not fully recover until consumers are once again willing and able to travel, more companies have re-opened and fully staffed their offices and our travel suppliers are once again able to serve those consumers. This may not occur until well after the broader global economy has fully recovered and recent inflationary, labor and supply chain disruption challenges abate. Additionally, our business is also dependent on travel and expense spending patterns. Macroeconomic uncertainty in key geographical areas as a consequence of direct or indirect impacts of COVID-19 may negatively impact travel and expense spending. Even though we have seen improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we cannot predict the long-term effects of the COVID-19 pandemic on our business or the travel industry as a whole. If the travel industry is fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, our business may continue to be adversely affected even if the broader global economy recovers.

To the extent that the COVID-19 pandemic continues to adversely affect our business and financial performance, it may also have the effect of heightening many of the other risks identified in this “RISK FACTORS” section, such as those relating to our substantial amount of outstanding indebtedness.

Incidents on maritime vessels, at port facilities, land destinations and/or affecting the maritime vessels vacation industry in general, and the associated negative media coverage and publicity, have affected and could continue to affect our reputation and impact our sales and results of operations.

Maritime vessels, private destinations, port facilities and shore excursions operated and/or offered by us and third parties may be susceptible to the risk of accidents, illnesses, mechanical failures, environmental incidents and other incidents which could bring into question safety, health, security and vacation satisfaction and negatively impact our sales, operations and reputation. Incidents involving cruise ships, and, in particular the safety, health and security of guests and crew and the media coverage thereof, including those related to the COVID-19 pandemic, have impacted and could continue to impact demand for our cruises and pricing in the industry. In particular, we cannot predict the impact on our financial performance and the public’s concern regarding the health and safety of travel, especially by cruise ship, and related decreases in demand for travel and cruising. Moreover, our ability to attract and retain guests and crew depends, in part, upon the perception and reputation of our company and our brands and the public’s concerns regarding the health and safety of travel generally, as well as regarding the cruising industry and our ships specifically. Our reputation and our business could also be damaged by continued or additional negative publicity regarding the cruise industry in general, including publicity regarding the spread of contagious disease such as COVID-19, over-tourism in key ports and destinations and the potentially adverse environmental impacts of cruising. The considerable expansion in the use of social and digital media has compounded the potential scope and reach of any negative publicity. In addition, incidents involving cruise ships may result in additional costs to our business, increasing government or other regulatory oversight and, in certain cases, potential litigation.

Significant weather, climate events and/or natural disasters could adversely impact our business and results of operations.

Natural disasters (e.g., earthquakes, volcanos, wildfires), weather and/or climate events (including hurricanes and typhoons) could impact our source markets and operations resulting in travel restrictions, guest cancellations, an inability to source our crew or our provisions and supplies from certain places. We are often forced to alter itineraries and occasionally cancel a tour or a series of maritime vessel supported tours or to redeploy our maritime vessels due to these types of events, which could have an adverse effect on our sales, operating costs and profitability in the current and future periods. Increases in the frequency, severity or duration of these types of events could exacerbate their impact and disrupt our operations or make certain destinations less desirable or unavailable impacting our revenues and profitability further. Any of the foregoing could have an adverse impact on our results of operations and on industry performance. In addition, these and any other events that impact the travel industry more generally may negatively impact our ability to deliver guests or crew to our expeditions and/or interrupt our ability to obtain services and goods from key vendors in our supply chain. Any of the foregoing could have an adverse impact on our results of operations and on industry performance.

We believe the increasing focus on climate change and evolving regulatory requirements will materially impact our future capital expenditures and results of operations.

We expect to incur significant expenses related to these regulatory requirements, which may include expenses related to greenhouse gas emissions reduction initiatives and the purchase of emissions allowances, among other things. If requirements become more stringent, we may be required to change certain operating procedures, for example slowing the speed of our vessels, which could adversely impact our operations. We are evaluating the effects of global climate change related requirements, which are still evolving, including our ability to mitigate certain future expenses through initiatives to reduce greenhouse gas emissions including the conversion of our fleet from gas or diesel powered to electric power where appropriate; consequently, the full impact to the Company is not yet known. Additionally, our ships, port facilities, corporate offices and island destinations have in the past and may again be adversely affected by an increase in the frequency and intensity of adverse weather conditions caused by climate change. For example, certain ports have become temporarily unavailable to us due to hurricane damage and other destinations have either considered or implemented restrictions on cruise and charter operations due to environmental concerns.

Our sustainability activities, including environmental, social and governance (ESG) matters, could result in reputational risks, increased costs and other risks.

Customers, investors, lenders, regulators and other industry stakeholders have placed increasing importance on corporate ESG practices and on the implications and social cost of their investments, which could cause us to incur additional costs and changes to our operations. If our ESG practices or disclosures do not meet stakeholders’ evolving expectations and standards, our customer and employee retention, our access to certain types of capital, including export credit financing, and our brands and reputation may be negatively impacted, which could affect our business operations and financial condition. We could also incur additional costs and require additional resources to monitor, report and comply with various ESG practices, which could increase our operating costs and affect our results of operations and financial condition. In addition, from time to time, we communicate certain initiatives regarding climate change and other ESG matters. We could fail or be perceived to fail to achieve such initiatives, which may negatively affect our reputation. The future adoption of new technology or processes to achieve the initiatives could also result in the impairment of existing assets.

Risks Related to Our Financial Condition

We were formed in April 2022 to continue the operations of our predecessor and to acquire its two wholly owned subsidiaries. The business subsequently acquired an additional business operation from an unrelated party and we anticipate acquiring another business operation upon the consummation of this Offering. The recent business formation and acquisition make it difficult to forecast our consolidated future results of operations and increases the risk of your investment.

We were formed in April 2022 to continue the operations of our predecessor, HAM, and acquired its two wholly owned business units, Windy of Chicago Ltd and the Seas the Day BU, and in January 2023, we acquired Paradise Adventures LLC. In March 2023 we entered into a Purchase Agreement to acquire the Paradise Group of Companies, which we anticipate completing upon the consummation of this Offering. Because of our rapid growth this year through completed and anticipated acquisitions, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to effectively plan for and manage our growth. However, you should not rely on our historical revenue growth as an indication of our future performance.

Our revenue growth rate may decline over time. In future periods, our revenue growth could slow or decline for a number of reasons, including slowing demand for our travel excursions, recession increased competition, changes to technology, a decrease in the growth of our overall market, or our failure, for any reason, to manage our growth effectively or continue to take advantage of growth opportunities. We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described in this prospectus. If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect or change, or if we do not address these risks successfully, our financial condition and results of operations could differ materially from our expectations, and our business could be materially adversely affected.

We expect fluctuations in our financial results, making it difficult to project future results. If we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price could decline.

Our results of operations have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control. As a result, our past results may not be indicative of our future performance. In addition to the other risks described herein, other factors that may cause our results of operations to fluctuate include:

Any of these and other factors, or the cumulative effect of some of these factors, may cause our results of operations to vary significantly. If our quarterly results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our Common Stock could decline substantially, and we could face costly lawsuits, including securities class actions.

We have a history of losses and may not achieve or sustain profitability in the future.

We have a history of incurring net losses for some periods since inception. We incurred a net operating loss of $2,594,886 and net loss of $3,010,701 for the year ended December 31, 2022 compared to a net operating gain of $100,901 and net income of 72,624 for the year ended December 31, 2021.

As of December 31, 2022, we had a stockholders’ deficit of $1,318,422. We incurred a negative operating cash flow of $108,167 for the year ended December 31, 2022 compared to a net operating cash gain of $475,962 for the year ended December 31, 2021. The Company’s recurring losses from operations, negative operating cash flows, and working capital deficiency raise substantial doubt about its ability to continue as a going concern. While we have experienced significant revenue growth in recent periods, this growth rate may decline in future periods, and you should not rely on the revenue growth of any given prior period as an indication of our future performance. We are not certain whether we will be able to sustain or increase our revenue or whether or when we will attain sufficient revenue to achieve or maintain profitability in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future results of operations if our revenue does not increase by amounts sufficient to offset such costs and expenses. In particular, we intend to continue to make significant investments to grow our business in such areas as:

Our efforts to grow our business may be costlier than we expect and may not result in increased revenue. Even if such investments increase our revenue, any such increase may not be enough to offset our increased operating expenses. We may continue to incur significant losses in the future for a number of reasons, including the other risks described herein. If we are unable to maintain or increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, financial position and results of operations will be harmed, and we may not be able to achieve or maintain profitability, which could cause the value of our business and common stock to significantly decrease. We incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

There is substantial doubt about the company’s ability to continue as a going concern.

For the years ended December 31, 2022 and 2021, the Company had net (losses) and income of ($3,010,701) and $72,624, respectively; stockholders’ deficit and net invested deficit of $1,318,422 and $183,056, respectively; and had negative working capital of $1,616,875 and $152,278. These metrics indicate a substantial doubt as to the company’s ability to continue as a going concern.

Historically, the company has relied upon cash flows from operations and a combination of short-term credit and long-term asset-based lending for its capital and growth needs. Management believes that existing pro forma cash flow that includes the recent acquisition of Paradise Adventures LLC and the pending acquisition of the Paradise Group of Companies as well as revenues from newly acquired guests will be adequate to fund operations at existing levels beyond one year from the date the financial statements were available to be issued. However, no assurance can be provided that existing funds will be adequate to fund operations. If existing funds are not adequate, management will be required to raise additional capital through the issuance of debt or equity. Management believes that historically it has had access to and will continue to have access to short-term debt should the need arise. In addition, management believes that capital raised from this Offering will be sufficient to retire existing acquisition related debt and to fund existing operations should projected cash flow be insufficient to fund operations.

We have a substantial level of indebtedness that may have an adverse impact on us.

As of December 31, 2022, our total indebtedness, excluding lease liabilities, was $5,699,239 including:

If our indebtedness is not repaid or refinanced prior to their maturity dates, they will go into default which could cause you to lose a portion or all of your investment.

We and our subsidiaries may incur substantial indebtedness in connection with an acquisition or for other purposes in the future so long as we are in compliance with the financial covenants under our debt agreements. In addition, we may incur obligations that do not constitute indebtedness. If we were to incur such additional indebtedness, the risks associated with our substantial level of indebtedness would increase, which could further limit our financial and operational flexibility.

Our substantial level of indebtedness could have important consequences for us, including the following:

The above factors could limit our financial and operational flexibility and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

Our debt agreements contain restrictions that may limit our flexibility in operating our business.

Our notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants may limit our ability to, among other things:

Government regulations could impose taxes or other burdens on us, which could increase our costs or decrease demand for our products.

We rely upon generally accepted interpretations of tax laws and regulations in the U.S. and USVI, in which we have customers and for which we provide our services. We cannot be certain that these interpretations are accurate or that the responsible taxing authority will agree with our views. The imposition of additional taxes could cause us to have to pay taxes that we currently do not pay or collect on behalf of authorities and increase the costs of our products or services, which would increase our costs of operations.

Changes in tax laws or interpretations thereof may result in an increase in our effective tax rate.

We have operations in the U.S. and USVI that have differing tax laws and rates. A significant portion of our revenue and income is earned in the USVI. Our income tax reporting is subject to audit by domestic and USVI authorities, and our effective tax rate may change from year to year based on changes in the mix of activities and income allocated or earned among the U.S. and USVI, tax laws in these jurisdictions, tax treaties between countries, our eligibility for benefits under those tax treaties and the estimated values of deferred tax assets and liabilities. Such changes could result in an increase in the effective tax rate applicable to all or a portion of our income which would reduce our profitability.

Risks Relating to Our Business

Past business acquisitions, our pending acquisition of the Paradise Group of Companies, or other potential acquisitions that we may decide to pursue in the future carry inherent risks which could adversely impact our financial performance and condition.

In January 2023, we acquired Paradise Adventures LLC. In March 2023 we entered into a Purchase Agreement to acquire the Paradise Group of Companies, which we anticipate completing upon the consummation of this Offering. We may pursue other acquisitions in the future, which are subject to, among other factors, the Company’s ability to identify attractive business opportunities and to negotiate favorable terms for such opportunities. Accordingly, the Company cannot make any assurances that the anticipated Paradise Group of Companies acquisition or any other potential acquisitions will be completed timely or at all, or that if completed, we would realize the anticipated benefits of such acquisitions. Acquisitions also carry inherent risks such as, among others: (i) the potential delay or failure of our efforts to successfully integrate business processes and realizing expected synergies; (ii) difficulty in aligning procedures, controls and/or policies; and (iii) future unknown liabilities and costs that may be associated with an acquisition. In addition, acquisitions may adversely impact our liquidity and/or debt levels, and the recognized value of goodwill and other intangible assets can be negatively affected by unforeseen events and/or circumstances, which may result in an impairment charge. Any of the foregoing events could adversely impact our financial condition and results of operations.

We rely on supply chain vendors and third-party service providers who are integral to the operations of our businesses. These vendors and service providers may be unable or unwilling to deliver on their commitments or may act in ways that could harm our business.

We rely on supply chain vendors to deliver key products to the operations of our businesses around the world. Any event impacting a vendor’s ability to deliver goods of the expected quality at the location and time needed could negatively impact our ability to deliver our cruise experience. Events impacting our supply chain could be caused by factors beyond the control of our suppliers or us, including inclement weather, natural disasters, new laws and regulations, labor actions, increased demand, problems in production or distribution, cybersecurity events, and/or disruptions in third-party logistics or transportation systems, including those caused by the COVID-19 pandemic. Any such interruptions to our supply chain could increase our costs and could limit the availability of products critical to our operations. In 2021 and 2022, we experienced delays in the receipt of Yanmar and Yamaha engine parts due to supply chain disruption. While we do not believe these delays resulted in a material impact on our financial performance, we cannot guarantee that any future supply chain disruptions would not result in a material impact to our financial performance.

In addition, increased regulation or stakeholder expectations regarding sourcing practices, or supplier conduct that does not meet such standards, could cause our operating costs to increase or result in publicity that negatively affects our reputation.

In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global businesses, such as our onboard concessionaires, certain of our call center operations, guest port services, logistics distribution and operation of a large part of our information technology systems. We are subject to the risk that certain decisions are subject to the control of our third-party service providers and that these decisions may adversely affect our activities. A failure to adequately monitor a third-party service provider’s compliance with a service level agreement or regulatory or legal requirements could result in significant economic and reputational harm to us. There is also a risk the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised.

The loss of key personnel, our inability to recruit or retain qualified personnel, or disruptions among our shipboard personnel could adversely affect our results of operations.

Our success depends, in large part, on the skills and contributions of key executives and other employees and on our ability to recruit, develop and retain high quality personnel as well as having adequate succession plans and back-up operating plans for when critical executives are unable to serve. As demand for qualified personnel in the industry grows, we must continue to effectively recruit, train, motivate and retain our employees, both shoreside and on our ships, in order to effectively compete in our industry, maintain our current business and support our projected global growth.

We may in the future experience difficulty recruiting and retaining qualified personnel primarily due to competitive labor markets. A prolonged shortage of qualified personnel and/or increased turnover may inhibit our ability to operate our business in an optimal manner and may result in increased costs if we need to hire temporary personnel, and/or increased wages and/or benefits in order to attract and retain employees, all of which may negatively impact our results of operations. If we are unable to keep pace with developments, design, and implementation in technology, our operations or competitive position could become impaired.

Our inability to use, procure, train employees on, or properly adopt adequate technology and systems could adversely affect our results of operations.

Our business continues to demand the use of sophisticated technology and systems. These technologies and systems require significant investment and must be proven, refined, updated, upgraded and/or replaced with more advanced systems in order to continue to meet our customers’ demands and expectations as well as to process our information effectively. If we are unable to do so in a timely manner or within reasonable cost parameters, if there are any disruptions, delays or deficiencies in design or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer. We also may not achieve the benefits that we anticipate from any new technology or system, which could impair our operating results.

We may be unable to procure appropriate technology in a timely manner or at all or we may incur significant costs in doing so. A failure to adopt the appropriate technology, or a failure or obsolescence in the technology that we have adopted, could adversely affect our results of operations.

We are exposed to cyber security attacks and data breaches and the risks and costs associated with protecting our systems and maintaining data integrity and security.

We are subject to cyber security attacks. These cyber-attacks can vary in scope and intent from attacks with the objective of compromising our systems, networks, and communications for economic gain or with the objective of disrupting, disabling or otherwise compromising our maritime and/or shoreside operations. The attacks can encompass a wide range of methods and intent, including phishing attacks, illegitimate requests for payment, theft of intellectual property, theft of confidential or non-public information, installation of malware, installation of ransomware and theft of personal or business information. The frequency and sophistication of, and methods used to conduct, these attacks, have increased over time.

A successful cyber security attack may target us directly, or it may be the result of a third party’s inadequate care, or resulting from vulnerabilities in licensed software. In either scenario, the Company may suffer damage to its systems and data that could interrupt our operations, adversely impact our brand reputation, and expose us to increased risks of governmental investigation, litigation, fines, and other liability, any of which could adversely affect our business. Furthermore, responding to such an attack and mitigating the risk of future attacks could result in additional operating and capital costs in technology, personnel, monitoring and other investments.

We are also subject to various risks associated with the collection, handling, storage, and transmission of sensitive information. In the regular course of business, we collect employee, customer, and other third-party data, including personally identifiable information and individual payment data, for various business purposes. Although we have policies and procedures in place to safeguard such sensitive information, this information has been and could be subject to cyber security attacks and the aforementioned risks. In addition, we are subject to federal, state, and international laws relating to the collection, use, retention, security and transfer of personally identifiable information and individual payment data. Those laws include, among others, the European Union General Data Protection Regulation and regulations of the New York State Department of Financial Services and similar state agencies that impose additional cyber security requirements as a result of our provision of certain insurance products. Complying with these and other applicable laws has caused, and may cause, us to incur substantial costs or require us to change our business practices, and our failure to do so may expose us to substantial fines, penalties, restrictions, litigation, or other expenses and adversely affect our business. Further, any changes to laws or regulations, including new restrictions or requirements applicable to our business, or an increase in enforcement of existing laws and regulations, could expose us to additional costs and liability and could limit our use and disclosure of such information.

While we continue to evolve our cyber security practices in line with our business’ reliance on technology and the changing external threat landscape, and we invest time, effort and financial resources to secure our systems, networks and communications, our security measures cannot provide absolute assurance that we will be successful in preventing or defending from all cyber security attacks impacting our operation. There can be no assurance that any breach or incident will not have a material impact on our operations and financial results.

Any breach, theft, loss, or fraudulent use of guest, employee, third-party or company data, could adversely impact our reputation and brand and our ability to retain or attract new customers, and expose us to risks of data loss, business disruption, governmental investigation, litigation and other liability, any of which could adversely affect our business. Significant capital investments and other expenditures could be required to remedy the problem and prevent future breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached. Further, if we or our vendors experience significant data security breaches or fail to detect and appropriately respond to significant data security breaches, we could be exposed to government enforcement actions and private litigation.

Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and/or damage our reputation.

Our business is subject to various U.S. and international laws and regulations that could lead to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages. In addition, improper conduct by our employees, agents or joint venture partners could damage our reputation and/or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines. In certain circumstances it may not be economical to defend against such matters and/or our legal strategy may not ultimately result in us prevailing in a matter. Such events could lead to an adverse impact on our financial condition or results of operations. We cannot predict the quantum or outcome of any such proceedings and the impact that they will have on our financial results, but any such impact may be material. While some of these claims are covered by insurance, we cannot be certain that all of them will be, which could have an adverse impact on our financial condition or results of operations.

Our business could be disrupted by catastrophic occurrences and similar events.

Natural disasters such as hurricanes or other catastrophic events may cause damage or disruption to our operations and could harm our business. We operate in and have a large employee presence in USVI and Florida. In the event of a major hurricane, earthquake, fire, power loss, telecommunications failure, cyberattack, war, terrorist attack, sabotage, other intentional acts of vandalism or misconduct, geopolitical event, disease, or other catastrophic occurrence, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our application development, lengthy interruptions in our services, breaches of data security, and loss of critical data, all of which could materially adversely affect our business, financial condition, and results of operations.

Additionally, we rely on our network and third-party infrastructure and applications, internal technology systems, and our websites, marketing, operational support, hosted services, and sales activities. If these systems were to fail or be negatively impacted as a result of a natural disaster or other catastrophic event, our ability to deliver products to our customers would be impaired.

As we grow our business, the need for business continuity planning, incident response planning, and disaster recovery plans will grow in significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute those plans in the event of a disaster or emergency, our business and reputation would be harmed.

Our business depends on our current customers as well as attracting new customers for our travel services and destinations. Any decline in our customer retention or expansion of our commercial relationships with existing customers or an inability to attract new customers would materially adversely affect our business, financial condition, and results of operations.

We have operations in the U.S. and the Caribbean. Our operations in the USVI pose complex management, compliance, legal, tax, labor, data privacy and economic risks that we may not adequately address, including changes in the priorities and budgets of international travelers, which may be driven by changes in threat environments and potentially volatile worldwide economic conditions, various regional and local economic and political factors, risks and uncertainties. We are also subject to a number of other risks with respect to our operations, including:

The existence of any one of these risks could harm our international business and, consequently, our operating results. Additionally, operating in international markets requires significant management attention and financial resources and may negatively affect our business and financial results.

Complaints from travelers or negative publicity about our services and operations could diminish customer confidence and adversely affect our business.

Customer complaints or negative word-of-mouth or publicity about our services or operations could severely diminish client confidence in and use of Company-owned travel destinations. To maintain good customer relations, we must ensure that our travel advisors and partners and affiliates provide prompt, accurate and differentiated customer service. Effective customer service requires significant personnel expense and investment in developing programs and technology infrastructure to help our employees and OTAs carry out their functions. These expenses, if not managed properly, could significantly impact our profitability. Failure to properly manage our employees and OTAs could compromise our ability to handle client complaints effectively. If we do not handle client complaints effectively or respond to such complaints in a timely manner, our reputation and brand may suffer, and we may lose our guests’ confidence, which could reduce revenues and profitability.

Certain results and trends related to our business and the travel industry, more generally, are based on preliminary data and assumptions and, as a result, are subject to change and may differ materially from what we expect.

We present certain results and trends in this prospectus related to our business and the travel industry, more generally, which are based on an analysis of then available or preliminary data, and the results, related findings or conclusions are subject to change. No assurance can be given that these results and trends or that our expectations surrounding our business, or the travel industry will be accurate. These risks are heightened by the uncertainty of the COVID-19 pandemic, Russia’s invasion of Ukraine, macroeconomic conditions and the impact of these events on the travel industry and our business. Further, unanticipated events and circumstances may occur and change the outlook surrounding our business and the travel industry in material ways. Accordingly, certain of our expectations related to our business and the travel industry more generally may not occur as expected, if at all, and actual results or trends presented may differ materially from what we expect.

We are exposed to pricing pressure from travelers and OTAs, which could reduce our revenue.

Travelers and OTAs continue to look for ways to decrease their costs and to increase their control over distribution. For example, consolidation in the travel industry, and macroeconomic factors, among other things, have driven some destination providers, such as hotels and resorts, to negotiate for lower fees during contract renegotiations, thereby exerting increased pricing pressure on our travel destination business, which, in turn, negatively affects our revenues and margins.

If we fail to innovate in response to changing customer needs and technology developments and other market requirements, our business, financial condition, and results of operations would be materially adversely affected.

Our ability to attract new customers and retain and increase revenue from existing customers depends in large part on our ability to enhance and improve our company-owned destinations and to introduce new destinations. In order to grow our business, our online platform must offer features and functionality that reflect the changing needs of our customers, and we believe that the pace of innovation will continue to accelerate. The success of any enhancement to our online platform depends on several factors, including timely completion, adequate quality testing, and market acceptance. Any new product, feature, or functionality that we develop for our platform may not be introduced in a timely or cost-effective manner, may contain defects, or may not achieve the market acceptance necessary to generate sufficient revenue. If we are unable to successfully develop new products, features or functionality, enhance our online platform to meet customer requirements, or otherwise gain market acceptance, our business, financial condition, and results of operations could be materially adversely affected.

Because our online platform is available over the internet, we need to continuously modify and enhance it to keep pace with changes in internet-related hardware, software, analytics, and database technologies and standards. In addition, we need to continue to invest in technologies, services and partnerships that increase the types of data processed on our platform and the ease with which customers can send data into our platform. In addition, our platform requires third-party, public cloud infrastructure to operate. Further, the markets in which we compete are subject to evolving industry standards and regulations, resulting in increasing data governance and compliance requirements for us and our customers. If we are unable to enhance our platform to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, more conveniently, or more securely than our platform, our business, financial condition, and results of operations would be materially adversely affected.

If we fail to effectively manage our growth through recently completed and anticipated acquisitions, and changes to our business over time, our business, financial condition, and results of operations would be materially adversely affected.

We have experienced, and expect to continue to experience, rapid growth because of our recently completed and anticipated acquisitions, which has placed, and may continue to place, significant demands on our management, operational and financial resources. In January 2023, we acquired Paradise Adventures LLC. In March 2023, we entered into a Purchase Agreement to acquire the Paradise Group of Companies, which we anticipate completing upon the consummation of this Offering. We intend to continue to expand our business, which may cause our margins to decline, and any investments we make will occur in advance of experiencing the benefits from such investments, making it difficult to determine in a timely manner if we are efficiently allocating our resources. As usage of our business grows, we will need to devote additional resources to improving our platform’s features and functionality, developing or acquiring new products, and maintaining infrastructure performance. Even if we are able to upgrade our systems and expand our personnel, any such expansion will be expensive and complex, requiring management’s time and attention. We could also face inefficiencies or operational failures as a result of our efforts to scale our infrastructure. Moreover, there are inherent risks associated with upgrading, improving, and expanding our information technology systems. We cannot be sure that the expansion and improvements to our infrastructure and systems will be fully or effectively implemented on a timely basis, if at all. In addition, we will need to appropriately scale our internal business systems and our services organization, including customer support, to serve our growing customer base, particularly as our customer demographics change over time. Managing these changes will require significant expenditures and allocation of valuable management resources. If we fail to successfully manage our anticipated growth and change, the quality of our products may suffer, which could negatively affect our brand and reputation and harm our ability to retain and attract customers. As we continue to grow, we may need to implement more complex organizational management structures or adapt our corporate culture and work environments to changing circumstances, which could have an adverse impact on our corporate culture. Any failure to preserve our culture could harm our business, including our ability to retain and recruit personnel, innovate and operate effectively, and execute on our business strategy.

Real or perceived errors, failures, or bugs in our platform could materially adversely affect our business and growth prospects.

We rely primarily on third party software for our information technology operating platform. This third party software may contain undetected errors, failures, vulnerabilities, or bugs may occur, especially when updates are deployed. Software errors, failures, vulnerabilities, and bugs in this 3^rd party software may negatively affect our business processes and could materially adversely affect our business and growth prospects. Third party software failures may result in our revenue generating website to go offline, prevent our company from taking new bookings, prevent the processing of credit card payments, or preventing day to day finance and accounting processes. Any or all of these failures may have an adverse effect on our reputation, our business and our results of operations.

Any failure to offer high-quality product support may adversely affect our relationships with our customers, our reputation, and our business, financial condition, and results of operations.

In booking reservations and traveling to our activities and Company-owned destinations, our customers depend on our product support team to resolve complex technical and operational issues. We may be unable to respond quickly enough to accommodate short-, medium-, and long-term increases in customer demand for product support. We also may be unable to modify the nature, scope, and delivery of our product support to compete with changes in product support services provided by our competitors. Increased customer demand for product support, without corresponding revenue, could increase costs and materially adversely affect our results of operations. Our sales are highly dependent on our business reputation and on positive online reviews and recommendations from our existing customers. Any failure to maintain high-quality product support, or a market perception that we do not maintain high-quality product support, could materially adversely affect our reputation, our ability to sell our destinations and activities to existing and prospective customers, our business, financial condition, and results of operations.

Failure to develop the value of our brand and differentiate our products and services could adversely affect our results of operations.

Our success depends on the strength and continued development of our tour activity operator brands and on the effectiveness of our brand strategies. Failure to protect and differentiate our brand from competitors throughout the tour activity and attractions market could adversely affect our results of operations. In geographic markets we operate, we actively promote our operating unit brands primarily through digital, online advertising. A material drop in the reach of our digital, online advertising may negatively impact our financial performance. We differentiate our operating unit brands through our guest services including our positive guest reviews and consumer awards. Any material change to the positivity of our guest services including the rate of our favorable online reviews may negatively impact our financial performance.

The travel and destination industry is highly competitive, and we are subject to competition from Online Travel Agency (“OTA”) providers, direct distribution by travel suppliers and new entrants or technologies that may challenge our business model.

Our ability to maintain and grow our business may be negatively affected by competition for customer acquisition from Online Travel Agencies, from other third-party solutions providers and new TAA participants that seek to enter the market. The TAA portion of the travel industry is highly competitive, and our inability or failure to adapt to technological developments or the evolving competitive landscape could harm our business operations and competitiveness.

The evolution of the global travel and tourism industry, the introduction of new technologies and standards and the expansion of existing technologies in key markets, among other factors, could contribute to an intensification of competition in the U.S. and USVI, where we operate. Increased competition could require us to increase spending on marketing activities or product development, decrease our booking or transaction fees and other charges (or defer planned increases in such fees and charges), increase incentive consideration or take other actions that could harm our business. We depend on the value and quality of the services we offer, and the comprehensiveness, timeliness and accuracy of the travel content offered, the reliability, ease of use and innovativeness of the technology, the incentive consideration provided to OTAs, the range of products and services available to our customers. Our competitors could seek to capture market share by Offering more differentiated content, products or services, increasing the incentive consideration to travel agencies, or decreasing the transaction fees charged to travel suppliers, which would harm our business to the extent they gain market share from us or force us to respond by lowering our prices or increasing the incentive consideration we provide.

We may be unable to compete successfully against our current and future competitors in the travel distribution market, some of which may achieve greater brand recognition than us, have greater financial, marketing, personnel and other resources or may be able to secure services and products from travel suppliers on more favorable terms. If we fail to overcome these competitive pressures, we may lose market share, and our business may otherwise be negatively affected.

Our ability to recruit, train and retain employees, including our key executive officers and technical employees, is critical to our results of operations and future growth.

Our continued ability to compete effectively depends on our ability to recruit new employees and retain and motivate existing employees, particularly professionals with experience in our industry, information technology and systems, as well as our key executive officers. For example, the specialized skills we require can be difficult and time-consuming to acquire and are often in short supply. There is high demand and competition for well-qualified employees on a global basis, such as software engineers, developers and other technology professionals with specialized knowledge in software development, especially expertise in certain programming languages. This competition affects both our ability to retain key employees and to hire new ones. Similarly, uncertainty in the global political environment may adversely affect our ability to hire and retain key employees. Any of our employees may choose to terminate their employment with us at any time, and a lengthy period of time is required to hire and train replacement employees when such skilled individuals leave the company. Furthermore, changes in our employee population, including our executive team, could impact our results of operations and growth. If we fail to attract well-qualified employees or to retain or motivate existing employees, our business could be negatively impacted by, for example, a delay in our ability to deliver excursions, activities and destinations under contract or respond swiftly to customer demands or new offerings from competitors.

We depend upon relationships with OTAs, which represented 36% of our business for the twelve months ended March 31, 2023.

Our business relies on relationships with our OTAs to generate a large portion of its revenue through bookings made by these travel companies. OTAs represented 36% of our business for the twelve months ended March 31, 2023. This revenue concentration in OTAs makes us particularly dependent on factors affecting those OTAs. For example, if demand for their services decreases, travel buyers may stop utilizing our services or move all or some of their business to competitors or competing channels.

Travelers are not contractually required to book exclusively through our OTAs, and our OTAs are not required to book exclusively with us. Travelers may shift bookings to other distribution intermediaries for many reasons, including to avoid becoming overly dependent on a single source of travel content or to increase their bargaining power with OTAs. Our OTAs may receive higher referral fees or additional benefits that are better than what we offer them.

These risks are exacerbated by increased consolidation among travel agencies which may ultimately reduce the pool of travel agencies that refer customers to us. We must compete for their business by offering competitive upfront incentive consideration for referrals from OTAs, which may increase in the future. However, any reduction in transaction fees from OTAs due to supplier consolidation or other market forces could limit our ability to increase incentive consideration to travel agencies in a cost-effective manner or otherwise affect our margins.

Our ability to maintain and grow our businesses may be negatively affected by competition from Online Travel Agencies (“OTA”) and new participants that seek to enter the market.

We face competition from existing OTA companies and TAA travel and destination providers. We also compete with various point solutions providers on a more limited basis in several discrete functional areas. Factors that may affect the competitive success of our TAA businesses include the effectiveness of our online marketing activities, pricing structure, our ability to keep pace with technological developments, the effectiveness and reliability of our implementation and system migration processes, our ability to meet a variety of customer specifications, the effectiveness and reliability of our systems, the cost and efficiency of our system upgrades and our customer support services. Our failure to compete effectively on these and other factors could decrease our market share, adversely impact our pricing or otherwise negatively affect the demand for our destinations and activities.

Our customers may experience financial instability or consolidation, pursue cost reductions, change their distribution model or undergo other changes.

We generate the majority of our revenue from online and direct sales to our customers. Our guests also purchase services from Online Travel Agencies and other suppliers in the travel and tourism industries. Adverse changes in any of these services could negatively impact the demand for and competitiveness of our travel products and services. For example, travelers to our destinations typically arrive by airline travel, and if flights are unavailable or too expensive, they may not travel to our destinations. Any suspension or cessation of operations of an airline or hospitality supplier could negatively affect our results.

If we are unable to maintain and enhance our brand, our business, financial condition, and results of operations may be materially adversely affected.

We believe that maintaining and enhancing our reputation as a differentiated and category-defining company in digital optimization is critical to our relationships with our existing customers and to our ability to attract new customers. The successful promotion of our brands, Seas the Day Charters, Windy of Chicago, and Paradise Adventures Catamarans and Watersports, and our anticipated acquisition, the Paradise Group of Companies, will depend on a number of factors, including our marketing efforts, our ability to ensure that our platform remains reliable and secure, our ability to continue to develop high-quality software, and our ability to successfully differentiate our destinations and activities from competitive products and services. In addition, independent industry analysts often provide reviews of our destinations and activities, as well as products and services offered by our competitors, and perception of our business may be significantly influenced by these reviews. If these reviews are negative, or less positive as compared to those of our competitors’ products and services, our brand may be adversely affected. It may also be difficult to maintain and enhance our brand in connection with sales through channel or strategic partners. The promotion of our brand requires us to make substantial expenditures, and we anticipate that the expenditures will increase as our market becomes more competitive, as we expand into new markets, and as more sales are generated through our channel partners. To the extent that these activities yield increased revenue, this revenue may not be offset by the increased expenses we incur. If we do not successfully maintain and enhance our brand, our business may not grow, we may have reduced pricing power relative to competitors, and we could lose customers or fail to attract potential customers, all of which would materially adversely affect our business, financial condition, and results of operations.

We rely primarily on our technology service providers to conduct our business.

Our business utilizes a significant amount of Software-as-a-Service (‘SaaS’) technology for sales and marketing, customer service, daily operations and finance and accounting. This technology is primarily hosted by our technology partners, including Microsoft, Salesforce.com, Marin Software, DIIB, Fareharbor.com, Google and Meta. Amphitrite relies on our technology partners for all application and data-hosting services and has no company owned data centers. In the event that the operations of this data center suffer any significant interruptions, or the data center becomes significantly inoperable, it would have a material adverse effect on our business and reputation and could result in a loss of customers. Although we have taken steps to strengthen physical and information security and add redundancy to this facility, the data center could be exposed to damage or interruption from fire, natural disaster, power loss, war, acts of terrorism, plane crashes, telecommunications failure, computer malfunctions, unauthorized entry, IT hacking and computer viruses. The steps we have taken and continue to take to prevent system failure and unauthorized transaction activity may not be successful. Our use of backup and disaster recovery systems may not allow us to recover from a system failure fully, or on a timely basis, and our property and business insurance may not be adequate to compensate us for all losses that may occur.

We are dependent upon software, equipment and services provided by third parties.

We are dependent upon software, equipment and services provided and/or managed by third parties in the operation of our business. In the event that the performance of such software, equipment or services provided and/or managed by third parties deteriorates or our arrangements with any of these third parties related to the provision and/or management of software, equipment or services are terminated, we may be unable to find alternative services, equipment or software on a timely basis or on commercially reasonable terms, or at all, or be able to do so without significant cost or disruptions to our business, and our relationships with our customers may be adversely impacted. We have experienced occasional system outages arising from services that were provided by one of our key third-party providers. Our failure to secure agreements with such third parties, or the failure of such third parties to perform under such agreements, may have a material adverse effect on our business, financial condition or results of operations.

If our security measures are breached, or there is an otherwise unauthorized disclosure of or access to customer data, our data, or our platform, our platform may be perceived as insecure, we may lose customers or fail to attract new customers, our reputation and brand may be harmed, and we may incur significant liabilities.

While the company has not had any material security breaches, a future security breach could lead to claims by our customers, their end-users, or other relevant stakeholders that we have failed to comply with such legal or contractual obligations. As a result, we could be subject to legal action, or our customers could end their relationships with us. The company has fully implemented a Data Privacy Policy and is aware of its responsibilities under the Federal Trade Commission Act. The company abides by the guidelines set forth by the PCI Security Standards Council for data privacy and security standards related to payment cards. The company requires all technology providers to have a Data Privacy Policy in place and understand their obligations under the Federal Trade Commission Act. We believe all technology providers for the company involved in payment card processing are fully PCI compliant. The company utilizes Microsoft Office 365 with advanced cybersecurity monitoring by Inky Technology to provide email data security. The company maintains Director and Officer insurance coverage, Axis Privatus Platinum, which includes cybersecurity and breach response coverage. There can be no assurance that any limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages. We could suffer disruptions, outages, defects, and other performance and quality problems with our platform or with the public cloud and internet infrastructure on which it relies, which may materially adversely affect our business, financial condition, and results of operations.

The potential unavailability of insurance coverage, an inability to obtain insurance coverage at commercially reasonable rates or our failure to have coverage in sufficient amounts to cover our incurred losses may adversely affect our financial condition or results of operations.

We seek to maintain appropriate insurance coverage at commercially reasonable rates. We normally obtain insurance based on the cost of an asset rather than replacement value, and we also elect to self-insure, co-insure, or use deductibles in certain circumstances for certain risks such as loss of use of a ship or other business interruption. The limits of insurance coverage we purchase are based on the availability of the coverage, evaluation of our risk profile and cost of coverage. We do not carry business interruption insurance and accordingly we have no insurance coverage for loss of revenues or earnings from our ships or other operations. Accordingly, we are not protected against all risks and cannot be certain that our coverage will be adequate for liabilities actually incurred which could result in an unexpected decrease in our revenue and results of operations in the event of an incident

Industry Risks

Our revenue is derived from the travel industry, and a prolonged or substantial decrease in global travel, particularly air travel, could adversely affect us.

Our revenue is derived from the global travel industry and would be significantly impacted by declines in, or disruptions to, travel activity, particularly air travel. Global factors over which we have no control, but which could impact our clients’ willingness to travel and, depending on the scope and duration, cause a significant decline in travel volumes to include, among other things:

Any decrease in demand for consumer or business travel could materially and adversely affect our business, financial condition and results of operations.

The travel industry is highly competitive.

The travel industry and the tour activity and attractions sector are highly competitive, and if we cannot compete effectively against the number and type of sellers of tour activity operator services, we may lose sales to our competitors, which may adversely affect our financial results and performance. We currently compete, and will continue to compete, with a variety of maritime tour activity operator companies including Hornblower Group, Shoreline Sightseeing, Historic Tours of America, Yacht Vacations and other emerging and established in-destination tour operators. To a lesser extent, we compete with credit card loyalty programs, online travel search and travel price comparison services.

Some of our competitors may have access to more financial resources, greater name recognition and better-established client bases in their target client segments, differentiated business models, technology and other capabilities or a differentiated geographic coverage, which may make it difficult for us and our OTAs to retain or attract new clients.

We cannot assure you that we will be able to compete successfully against any current, emerging and future competitors or provide sufficiently differentiated products and services to our client and traveler base. Increasing competition from current and emerging competitors, consolidation of our competitors, the introduction of new technologies and the continued expansion of existing technologies may force us to make changes to our business models, which could materially and adversely affect our business, prospects, financial condition and results of operations. If we cannot compete effectively against the number and type of sellers of travel-related services, we may lose sales to our competitors, which may adversely affect our financial results and performance.

Consolidation in the travel industry may result in lost bookings and reduced revenue.

Consolidation among tour activity and attraction operators and competition for clients may adversely affect our results of operations since we compete to attract and retain guests. In addition, decisions by online travel agencies, such as Viator and Expedia, for example, by increasing commissions, establishing additional surcharges or passing on charges to tour operators, or introduction of such surcharges to fares booked, could have an adverse impact on our business. To compete effectively, we may need to increase pricing, discount pricing or waive product or service fees or increase spending on marketing or product development.

Further, as consolidation among travel providers increases, the potential adverse effect of a decision by any particular significant travel provider (such as an airline) to withdraw from or reduce its participation in the USVI could reduce our revenue. The COVID-19 pandemic has increased the risk that our OTAs will cease or limit their operations, which could harm our business and results of operations. In particular, the potential harm to our business and results of operations is greater if there are bankruptcies or closures of our OTAs.

Our business and results of operations may be adversely affected by additional macroeconomic conditions.

Our business and financial performance are affected by macroeconomic conditions. Consumer travel expenditures are sensitive to personal discretionary spending levels and tend to decline or grow more slowly during economic downturns, including during periods of slow, slowing or negative economic growth, higher unemployment or inflation rates, weakening currencies and concerns over government responses such as higher taxes or tariffs, increased interest rates and reduced government spending. Concerns over government responses to declining economic conditions, such as higher taxes and reduced government spending, could impair consumer and business spending and adversely affect travel demand. In addition, our relative exposure to certain sectors compared to the broader economy may mitigate or exacerbate the effect of macroeconomic conditions. The global travel industry, which historically has grown at a rate in excess of global gross domestic product or GDP growth during economic expansions, has experienced cyclical downturns in the past in times of economic decline or uncertainty. Future adverse economic developments in areas such as employment levels, business conditions, interest rates, tax rates, environmental impacts, fuel and energy costs, and other matters could reduce discretionary spending and cause the travel industry to contract. This uncertainty may impact overall demand, the relative value of foreign currencies and the cost of travel and travel services and may ultimately result in new regulatory and cost challenges to our international operations.

For example, we are dependent on fuel to operate the Tall Windy in Chicago and our vessels in the USVI for charters. Events or weaknesses specific to the travel industry could negatively affect our business. In this example, events specific to oil that could impact us include increases in fuel prices and environmental impacts. Similarly, OTAs we depend upon for our customers to arrive at our destinations may face destination overcapacity issues and imposition of taxes or surcharges by regulatory authorities, which can lower their travel volumes and impact our revenue. Airlines and hotels could increase rates which could reduce the number of customers traveling to Chicago, Florida or USVI, where our destinations are located. An increase in airline and hotel prices may also result in a decrease in transaction volumes and adversely affect our revenue and profitability.

The uncertainty of macroeconomic factors and their impact on client behavior, which may differ across regions, makes it more difficult to forecast industry and client trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and could materially and adversely affect our business, financial condition and results of operations.

Risks Related to our Management

We depend on our executive officers, particularly Scott and Hope Stawski, our co-Founder, Chairman and Chief Revenue Officer and co-Founder, President and Director, respectively, and other key employees, and the loss of one or more of these employees could materially adversely affect our business.

Our success depends largely upon the continued services of our executive officers, including Scott and Hope Stawski, our co-Founder, Chairman and Chief Revenue Officer, and co-Founder, President and Director, respectively, and other key employees. We rely on our leadership team in the areas of operations, marketing, sales, guest support, general and administrative functions, and on individual contributors in our research and development and operations. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. The company has employment agreements with each of our executive officers and other key personnel for a specified period unless terminated for cause or due to disability of the executive. Regardless, the loss of one or more of our executive officers or key employees could have an adverse effect on our business.

Our Articles of Incorporation provide that we will indemnify our directors and officers to the fullest extent permitted by law.

Section 8 of our Articles of Incorporation provides that each director, stockholder and officer, in consideration for his services, shall, in the absence of fraud, be indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in connection with the defense of, or for advice concerning any claim asserted or proceeding brought against him by reason of his being or having been a director, stockholder or officer of the corporation or of any subsidiary of the corporation, whether or not wholly-owned, to the maximum extent permitted by law. The foregoing right of indemnification shall be inclusive of any other rights to which any director, stockholder or officer may be entitled as a matter of law. Further Section 9 provides that no contract or other transaction between the corporation and other corporations, in the absence of fraud, shall be affected or invalidated by the fact that any one or more of the directors of the corporation is or are interested in a contract or transaction, or are directors or officers of any other corporation, and any director or directors, individually or jointly, may be a party or parties to, or may be interested in such contract, act or transaction, or in any way connected with such person or person’s firm or corporation, and each and every person who may become a director of the corporation is hereby relieved from any liability that might otherwise exist from this contracting with the corporation for the benefit of himself or any firm, association or corporation in which he may be in any way interested. Any director of the corporation may vote upon any transaction with the corporation without regard to the fact that he is also a director of such subsidiary or corporation.

While we have procured directors’ and officers’ liability insurance policies with aggregate limits of $2,500,000, such insurance policies maybe unavailable to us in the future at a reasonable rate, or at all, and may not cover all potential claims for indemnification, and may not be adequate to indemnify us for all liability that may be imposed.

Risks Related to this Offering, the Securities Markets and Our Common Stock

We may not be able to achieve our financial and climate-related performance goals.

Our ability to achieve our financial and climate-related performance goals is dependent on a number of factors, including the other risk factors described in above sections. If we are not able to achieve these goals, the price of our common stock and reputation may be negatively affected.

Our management will have broad discretion over the use of the proceeds we receive in this Offering and might not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion over the use of our net proceeds from this Offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. We expect to use the net proceeds from this Offering for a combination of new enhanced marketing guest acquisition programs, future acquisitions and debt repayment. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds. See “USE OF PROCEEDS.” Our management will have significant discretion and flexibility in applying the net proceeds of this Offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be spent in ways that do not necessarily improve our operating results or enhance the value of our Common Stock, or that you otherwise do not agree with. You will be relying on the judgment of our management concerning these uses and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The failure of our management to apply these funds effectively could, among other things, result in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our Common Stock to decline.

Future sales of our Common Stock, or securities convertible into our Common Stock may depress our stock price.

Sales of a substantial number of shares of our Common Stock or securities convertible into our Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock. After this Offering, we will have [●] outstanding shares of Common Stock as of [●], 2023, based on the number of shares outstanding that may be sold after the expiration of lock-up agreements at least 180 days after the date of this prospectus, unless held by an affiliate of ours, as more fully described in the section entitled “SHARES ELIGIBLE FOR FUTURE SALE.” Moreover, we also intend to register all shares of Common Stock that we may issue after this Offering under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements described above and the section entitled “Lock-Up Agreements.” If a large number of shares of our Common Stock or securities convertible into our Common Stock are sold in the public market after they become eligible for sale, the sales could reduce the trading price of our Common Stock and impede our ability to raise future capital. As of the date of this prospectus, we had 11,368,601 shares of Common Stock outstanding and no shares of preferred stock authorized or outstanding. Accordingly, prior to the sale of the shares offered by this prospectus, we may issue up to an additional [●] shares of Common Stock, including the shares being offered under this prospectus. The future issuance of the Common Stock may result in substantial dilution in the percentage of the Common Stock held by our then existing stockholders. We may value any Common Stock issued in the future on an arbitrary basis, including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders and might have an adverse effect on any trading market for the Common Stock.

We may, in the future, issue additional securities, which would reduce investors’ percentage of ownership and dilute the value of your investment in the Common Stock.

Our certificate of incorporation authorizes us to issue 15,000,000 shares of Common Stock. As of the date of this prospectus, we had 11,368,601 shares of Common Stock outstanding and no shares of preferred stock authorized or outstanding. Accordingly, prior to the sale of the shares offered by this prospectus, we may issue up to an additional [●] shares of Common Stock, including the shares being offered under this prospectus. The future issuance of the Common Stock may result in substantial dilution in the percentage of the Common Stock held by our then existing stockholders. We may value any Common Stock issued in the future on an arbitrary basis, including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders and might have an adverse effect on any trading market for the Common Stock.

The large number of shares of Common Stock eligible for public sale could depress the market price of the Common Stock.

The market price of the Common Stock could decline as a result of sales of a large number of shares of Common Stock in the market after this Offering, and the perception that these sales could occur may also depress the market price of the Common Stock. Based on 11,368,601 shares outstanding as of the date of this prospectus, we will have [●] shares of Common Stock outstanding after this Offering based on the assumed Offering price. Of these shares, the Common Stock sold in this Offering will be freely tradable in the United States, except for any shares purchased by our “affiliates” as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). The holders of 1% shares of outstanding Common Stock have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their Common Stock during the 180-day period beginning on the date of the IPO prospectus (which period may be reduced to a minimum of 90 days if we meet certain stock price milestones), except with the prior written consent of the underwriters. After the expiration of such restricted period, these shares may be sold in the public market in the United States, subject to prior registration in the United States, if required, or reliance upon an exemption from U.S. registration, including, in the case of shares held by affiliates or control persons, compliance with the volume restrictions of Rule 144. Upon effectiveness of that registration statement, subject to the satisfaction of applicable exercise periods and, in certain cases, lock-up agreements with the representatives of the underwriters referred to above, the shares of Common Stock issued upon exercise of outstanding options will be available for immediate resale in the United States in the open market. Sales of the Common Stock as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause our stock price to decline and make it more difficult for you to sell shares of the Common Stock.

No active trading market for our Common Stock currently exists, and an active trading market may not develop or be sustained following this Offering.

Prior to this Offering, there has not been an active trading market for our Common Stock. If an active trading market for our Common Stock does not develop following this Offering, you may not be able to sell your shares quickly or at the market price. Our ability to raise capital to continue to fund operations by selling shares of our Common Stock and/or other securities and our ability to acquire other companies or technologies by using shares of our Common Stock and/or other securities as consideration may also be impaired.

The prices of our securities may be volatile, which may subject us to litigation and/or prevent you from being able to sell your shares at or above the Offering price.

The Offering price for our Common Stock will be determined by negotiations between us and the underwriters based on several factors. This price may vary from the market price of our Common Stock after this Offering. You may be unable to sell your shares of Common Stock at or above the initial offering price. The market price for our Common Stock may be volatile and subject to wide fluctuations in response to factors including the following:

These and other market and industry factors may cause the market price and demand for our Common Stock to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from readily selling their shares of Common Stock and may otherwise negatively affect the liquidity of our Common Stock. In addition, the stock market in general, and the Nasdaq Capital Market and emerging growth companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. In the past, when the market price of a security has been volatile, holders of that security have instituted securities class action litigation against the company that issued the security. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management.

If you purchase shares in this Offering, you will suffer immediate dilution of your investment.

The public offering price of the shares of Common Stock offered hereby will be substantially higher than the net tangible book value per share of our Common Stock. Therefore, if you purchase shares in this Offering, you will pay a price per share of the Common Stock that substantially exceeds our net tangible book value per share after this Offering. Based on an assumed Offering price of $[●] per share of Common Stock, which is the midpoint of the price range for the shares of Common Stock set forth on the cover page of this prospectus, you will experience immediate dilution of $[●] per share, representing the difference between our pro forma net tangible book value per share, after giving effect to this Offering, and the assumed Offering price. In addition, purchasers of our Common Stock in this Offering will have contributed approximately [●]% of the aggregate price paid by all purchasers of our Common Stock but will own only approximately [●]% of our Common Stock outstanding after this Offering.

We have not and do not expect to declare any cash dividends to our stockholders in the foreseeable future.

We have not and do not anticipate declaring any cash dividends to holders of the Common Stock in the foreseeable future. Consequently, investors may need to rely on sales of their Common Stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase the Common Stock.

Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our Common Stock.

If, after listing, we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our Common Stock. Such a delisting would likely have a negative effect on the price of our Common Stock and would impair your ability to sell or purchase our Common Stock when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our Common Stock to become listed again, stabilize the market price or improve the liquidity of our Common Stock, prevent our Common Stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

An active, liquid and orderly trading market for our Common Stock may not develop, the price of our stock may be volatile, and you could lose all or part of your investment.

The trading price of our Common Stock may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. Our stock price could be subject to wide fluctuations in response to a variety of factors, which include:

In addition, the stock market in general, and the market for travel and destination providers in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of companies’ stock, including ours, regardless of actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following this Offering. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Should this occur in our Common Stock, investors will likely be adversely affected.

Scott Stawski, our co-Founder, Chairman and Chief Revenue Officer, and Hope Stawski, our co-Founder, President, and Director, are husband and wife and collectively hold approximately 58% of our Common Stock as of June 30, 2023 and will hold [●]% of our Common Stock post this Offering giving them the ability to significantly influence the outcome of director elections and other matters requiring stockholder approval, and potentially to block matters requiring stockholder approval, including any potential changes of control.

After giving effect to the IPO, Scott and Hope Stawski, our co-Founder, Chairman, and Chief Revenue Officer, and Co-Founder, President, and Director, respectively, are husband and wife and will collectively beneficially own, in the aggregate, shares representing approximately [●]% of the voting power of our outstanding Common Stock, voting together as a single class, based on the number of shares outstanding as of the date of this prospectus. These stockholders currently have, and likely will continue to have, considerable influence with respect to the election of our board of directors and approval or disapproval of all significant corporate actions. The concentrated voting power of these stockholders collectively could have the effect of delaying or preventing a significant corporate transaction, such as a merger or other sale of our company or our assets. This concentration of ownership will limit the ability of other stockholders to influence corporate matters and may cause us to make strategic decisions that could be adverse to the interests of other stockholders. If Scott and Hope Stawski were to own more than 50% of the voting power, the post IPO Company would be a “controlled company” within the meaning of applicable Nasdaq corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements; (1) that a majority of the Company’s board of directors consist of independent directors, (2) that the Company’s board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that the Company’s board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. The Company may intend to take advantage of these exemptions. While Amphitrite has elected to not be treated as a “controlled company,” it could change that election in the future.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (Section 404), 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. Pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our Common Stock less attractive to investors. In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new or revised accounting standards.

We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of the listing of our Common Stock on the Nasdaq Capital Market; (2) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion or more; (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates.

We cannot predict if investors will find our Common Stock less attractive if we choose to rely on these exemptions. For example, if we do not adopt a new or revised accounting standard, our future results of operations may not be comparable to the results of operations of certain other companies in our industry that adopted such standards. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock, and our stock price may be more volatile.

Anti-takeover provisions in our bylaws could make an acquisition of the Company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Common Stock.

Provisions in our bylaws may have the effect of delaying or preventing a change of control or changes in our management. Further, Scott and Hope Stawski, our Chairman/Chief Revenue Officer and President/Director, respectively, collectively hold 6,600,100 shares of our Common Stock representing approximately 58% as of June 30, 2023, and if all [●] of the shares offered are sold [●] % and can prevent an attempted change of control of the Company or of our management.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing our corporate officers. These foregoing provisions could limit the price that investors might be willing to pay in the future for shares of our Common Stock, and they could deter potential acquirers of the Company, thereby reducing the likelihood that you would receive a premium for your shares of our Common Stock in an acquisition.

Risks Related to SEC Reporting and Public Company Status

If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, resulting in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our Common Stock.

Effective internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

As a public company, we will have significant additional requirements for enhanced financial reporting and internal controls. We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing these assessments. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the Securities and Exchange Commission (the “SEC”) for newly public companies.

We cannot assure you that we will, in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, resulting in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our Common Stock.

We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our operating results.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting and corporate governance requirements. These requirements include compliance with Section 404 and other provisions of the Sarbanes-Oxley Act, as well as rules implemented by the SEC and the NASDAQ. In addition, our management also has to adapt to the requirements of being a public company. We expect complying with these rules and regulations will substantially increase our legal and financial compliance costs and make some activities more time-consuming and costly.

The increased costs associated with operating as a public company will decrease our net income or increase our net loss and may require us to reduce costs in other areas of our business or increase the prices of our products or services. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and operating results.

As a public company, we also expect that it may be more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers.

If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our Common Stock could decline.

The market price and trading volume of our Common Stock upon the listing of our Common Stock on the Nasdaq Capital Market will be heavily influenced by the way analysts interpret our financial information and other disclosures. We do not have control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, our stock price would be negatively affected. If securities or industry analysts do not publish research or reports about our business, downgrade our Common Stock, or publish negative reports about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Common Stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our Common Stock.

General Risk Factors

Our inability to attract and retain highly skilled employees could materially adversely affect our business.

In order to execute our growth plan, we must attract and retain highly qualified personnel, including captains and crew, for charters on our 48 vessels in the USVI, our 14 vessels in Florida and the Tall Windy in Chicago. Competition for personnel in the USVI area is intense. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. The cost of living is high in the Chicago Area, which may make it harder for us to attract and retain highly skilled employees. Many of the companies with which we compete for experienced personnel may have greater resources than we have. As our company grows and evolves, we may need to implement more complex organizational management structures or adapt our corporate culture and work environments. These changes could have an adverse impact on our corporate culture, which could harm our ability to retain and recruit personnel. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached their legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines, it may adversely affect our ability to recruit and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and growth prospects could be materially adversely affected.

In order to execute our growth plan, we must attract and retain highly qualified personnel, including United States Coast Guard licensed merchant mariner master captains and crew.

Recruitment competition for licensed merchant mariner personnel in our operating area is intense. We have, from time to time experienced, and we expect to continue to experience difficulty in hiring and retaining personnel with appropriate qualifications. As our company grows and evolves, we may need to implement more complex organizational management structures or adapt our corporate culture and work environments. These changes could have an adverse impact on our corporate culture, which could harm our ability to retain and recruit personnel. If we hire personnel from competitors or other companies, their former employers may attempt to assert that these employees or we have breached their legal obligations, resulting in a diversion of our time and resources. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and growth prospects could be materially adversely affected.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our services and could harm our business.

The future success of our business depends upon our customers’ and potential customers’ access to the internet. Federal, state, or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet. Changes in these laws or regulations could require us to modify our platform in order to comply with these changes. In addition, government agencies or private organizations may impose additional laws, regulations, standards, or protocols involving taxation, tariffs, privacy, data protection, information security, content, copyrights, distribution, electronic contracts and other communications, consumer protection, and the characteristics and quality of services, any of which could decrease the demand for our services or result in reductions in the demand for internet-based platforms such as ours. In addition, the use of the internet as a business tool could be harmed due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease-of-use, accessibility, and quality of service. The performance of the internet and its acceptance as a business tool has been harmed by “viruses,” “worms,” and similar malicious programs, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our company-owned destinations and activities could decline.

Acquisitions, mergers, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and materially adversely affect our business, financial condition, and results of operations.

We have in the past and intend in the future to seek to acquire or invest in businesses, joint ventures, and platform technologies that we believe could complement or expand our business. In January 2023, we acquired Paradise Adventures LLC. In March 2023 we entered into a Purchase Agreement to acquire the Paradise Group of Companies, which we anticipate completing upon the consummation of this Offering. Our completed and anticipated acquisitions or investments may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel, or operations of any acquired companies, particularly if the key personnel of an acquired company choose not to work for us, the acquired company’s software is not easily adapted to work with our platform, or we have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise. Any such transactions that we are able to complete may not result in the synergies or other benefits we expect to achieve, which could result in substantial impairment charges. These transactions could also result in dilutive issuances of equity securities, the incurrence of debt or adverse tax consequences, which could materially adversely affect our business, financial condition, and results of operations.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company, which we expect to further increase after we are no longer an “emerging growth company.” The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, Nasdaq rules, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our Common Stock.

We will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on an annual basis, beginning with our second annual report on Form 10-K. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company.” We have recently commenced the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, but we may not be able to complete our evaluation, testing, and any required remediation in a timely fashion once initiated. Our compliance with Section 404 will require that we incur substantial expenses and expend significant management efforts. We have recently begun to establish a compliance and controls function and we will need to hire additional accounting and financial personnel with appropriate public company experience and technical accounting knowledge and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404.

During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our Common Stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse consequences on our business, financial condition and stock price.

The global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, inflationary pressure and interest rate changes, increases in unemployment rates and uncertainty about economic stability. More recently, the closures of Silicon Valley Bank (“SVB”) and Signature Bank and their placement into receivership with the Federal Deposit Insurance Corporation (“FDIC”) created bank-specific and broader financial institution liquidity risk and concerns. Although the Department of the Treasury, the Federal Reserve, and the FDIC jointly confirmed that depositors at SVB and Signature Bank would continue to have access to their funds, even those in excess of the standard FDIC insurance limits, under a systemic risk exception, future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages, impair the ability of companies to access near-term working capital needs, and create additional market and economic uncertainty. There can be no assurance that future credit and financial market instability and a deterioration in confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms, if at all, could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon our business plans. In addition, there is a risk that one or more of our current clients, financial institutions or other third parties with whom we do business may be adversely affected by the foregoing risks, which may have an adverse effect on our business.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, future events and our future business, financial condition, and results of operations. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” “opportunity,” “likely,” “designed” and “outlook,” or the negative version of those words or phrases or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not statements of historical fact and are based on current expectations, estimates, and projections about our industry as well as certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “RISK FACTORS” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately [$[●] million] (or approximately [●] if the underwriters’ over-allotment option is exercised in full) from the sale of the Common Stock offered by us in this Offering, based on an assumed public offering price of [●] per share of Common Stock (the midpoint of the range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated Offering expenses payable by us.

A $[●] increase or decrease in the assumed public offering price of [●] per share of Common Stock (the midpoint of the range set forth on the cover page of this prospectus), would increase or decrease the net proceeds to us from this Offering by [●], assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated Offering expenses payable by us. An increase or decrease of 100,000 shares of Common Stock offered by us, as set forth on the cover page of this prospectus, would increase or decrease net proceeds to us from this Offering by [●], assuming no change in the assumed public offering price of [●] per share of Common Stock (the midpoint of the range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated Offering expenses payable by us.

We intend to use the net proceeds from the sale of the securities offered in this Prospectus for the following purposes: (a) to consummate the acquisition of the Paradise Group of Companies and complete the debt repayment for the acquisition of Paradise Adventures LLC; (b) further develop our digitally enabled business operating model by developing and launching version 2.0 of “The Helm.” Version 2.0 will provide a mobile app to benefit our Captains and Crew as well as enhance the overall experience of our guests before, during and after their Amphitrite experience; (c) reserve funds for acquisition of other complementary companies; (d) to grow and enhance our customer acquisition programs; and (e) recruit and hire a Chief Marketing Officer.

We intend to use $3,078,000 from Use of Proceeds toward the $3,140,000 required ($62,000 currently in escrow with the Seller) to complete our acquisition of the Paradise Group of Companies as provided as Exhibit 2.5, the Membership Interest Purchase Agreement, dated March 24, 2023, as amended, by and among the Company, Steve Schlosser, Michael Hampton, and Stefan du Toit.

We intend to enter new geographic markets through acquisitions of existing and well-established maritime tour activity and attraction operators. Once we begin operating in a geographic market we expect to grow our business organically, however small synergistic acquisitions in such markets may be considered. We intend to utilize approximately $1.346MM of the net proceeds from this Offering for acquisitions in the later part of 2023 or early 2024. At the present time, we have only identified potential targets and have not engaged in substantive discussions regarding the terms of a potential transaction.

In the event where less than all the securities to be offered would be sold, we have indicated the order of priority of each Use of Proceeds in the table above. The first $4.7MM of securities sold would be used solely for priority 1 and 2 in that order.

Pending our use of the net proceeds from this Offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

The expected use of net proceeds from this Offering represents our intentions based upon our current plans and business conditions, which may change commensurate with our plans and business conditions evolving and changing. The amounts and timing of our actual expenditures may vary. Although we currently anticipate that we will use the net proceeds from this Offering as described above, there may be circumstances where a reallocation of funds is necessary. Due to the uncertainties inherent in the development of our business and recent acquisitions of our subsidiaries, it is difficult to estimate with certainty the exact amounts of the net proceeds from this Offering that may be used for the above purposes. The amounts and timing of our actual expenditures will depend upon numerous factors, including our sales and marketing and commercialization efforts, demand for our destinations and activities, our operating costs and the other factors described under “RISK FACTORS” in this prospectus. Accordingly, our management will have flexibility in applying the net proceeds from this Offering. An investor will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use the proceeds.

DETERMINATION OF OFFERING PRICE

Prior to this Offering, there has been no public market for our shares of Common Stock. The Offering price will be negotiated between the underwriters and us. Factors to be considered in these negotiations will be, among other things:

Neither we nor the underwriters can assure investors that our Common Stock will be approved for listing on Nasdaq or that an active trading market will develop for our Common Stock, or that our Common Stock will trade in the public market at or above the Offering price.

DIVIDEND POLICY

We have never declared or paid any dividends on our capital stock and do not anticipate that we will pay any dividends to holders of our Common Stock in the foreseeable future. Instead, we currently plan to retain any earnings to finance the growth of our business. Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on our financial condition, results of operations, and capital requirements, as well as other factors, deemed relevant by our board of directors.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2023 on an actual basis.

You should read this table¹ in conjunction with “MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” and our financial statements and related notes appearing elsewhere in this Prospectus and “USE OF PROCEEDS.”

The number of shares of Common Stock outstanding, as set forth in the table above, is based on 11,368,601 shares of the Common Stock outstanding as of June 30, 2023, which excludes, as of that date, (i) options to purchase 1,890,044 shares of the Common Stock granted but unvested as of the date of this Offering, pursuant to our Incentive Plans adopted on April 1, 2022 (the “Plan”) (ii) options to purchase 593,031 shares of the Common Stock available for future issuance under the Plans, and (iii) Underwriters’ Warrants exercisable for a period of five years from the commencement of sales in this Offering entitling the underwriters to purchase 8% of the number of shares of the Common Stock sold in this Offering, at an exercise price equal to 100% of the public offering price.

DILUTION

If you invest in this Offering, your ownership interest will be diluted immediately to the extent of the difference between the Offering price per share of the Common Stock and the pro forma as adjusted net tangible book value per share of the Common Stock immediately after this Offering.

Our historical net tangible book value (deficit) as of June 30, 2023, was ($1,842,342) or ($0.16) per share of the Common Stock. Our historical net tangible book value (deficit) is the amount of our total tangible assets less our total liabilities and convertible preferred stock, which is not included within our stockholders’ (deficit) equity. We do not currently have any shares of, or securities convertible into, preferred stock outstanding. Historical net tangible book value per share represents historical net tangible book value (deficit) divided by the number of shares of the Common Stock issued as of June 30, 2023. This data is solely based on the historical amounts as shown in our balance sheet as of June 30, 2023.

Our pro forma net tangible book value (deficit) giving effect to the pending Paradise Group of Companies acquisition anticipated to occur with this Offering use of proceeds was ($1,284,060) or ($0.10) per share based on an estimate of 12,255,607 shares outstanding after completion of the acquisition of the Paradise Group of Companies.

After giving further effect to our sale of the Common Stock in this Offering at an assumed Offering price of $[●] per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated Offering expenses payable by us, our pro forma as adjusted net tangible book value as of [●], would be approximately $[●], or approximately $[●] per share. This represents an immediate increase in pro forma as adjusted net tangible book value per share of $[●] to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value per share of approximately $[●] to new investors purchasing the Common Stock in this Offering. Dilution per share to new investors purchasing the Common Stock in this Offering is determined by subtracting pro forma as adjusted net tangible book value per share after this Offering from the assumed Offering price per share paid by new investors. The following table illustrates this dilution on a per share basis:

The dilution information discussed above is illustrative only and may change based on the actual Offering price and other terms of this Offering.

A $[●] increase (decrease) in the assumed Offering price of $[●] per share of Common Stock would increase (decrease) our pro forma as-adjusted net tangible book value by $[●], the pro forma as-adjusted net tangible book value per share after this Offering by $[●] and the dilution per share to new investors by $[●], assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated Offering expenses payable by us. Similarly, each increase (decrease) of [●] shares in the number of shares offered by us would increase (decrease) our pro forma as-adjusted net tangible book value by $[●], the pro forma as-adjusted net tangible book value per share after this Offering by $[●] and the dilution per share to new investors by $[●], assuming the assumed public offering price remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

If the underwriters exercise their option to purchase additional shares of Common Stock in this Offering in full at the assumed Offering price of $[●] per share of Common Stock, the midpoint of the price range set forth on the cover of this prospectus and assuming the number of Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated Offering expenses payable by us, the pro forma as adjusted net tangible book value per share after this Offering would be $[●] per share, and the dilution in pro forma as adjusted net tangible book value per share to new investors purchasing Common Stock in this Offering would be $[●] per share.

The following table sets forth, on the pro forma as adjusted basis described above as of June 30, 2023, the differences between our existing stockholders and the purchasers of shares of our Common Stock in this Offering with respect to the number of shares of the Common Stock purchased from us, the total consideration paid to us and the weighted average price paid per share paid to us, based on an assumed Offering price of $[*] per share of Common Stock, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated Offering expenses payable by us.

The table above assumes no exercise of the underwriters’ over-allotment option in this Offering. If the underwriters’ over-allotment option is exercised in full, the number of shares of Common Stock held by existing stockholders would be reduced to [●]% of the total number of shares of our Common Stock outstanding after this Offering, and the number of shares of Common Stock held by new investors participating in the Offering would be increased to [●]% of the total number of shares outstanding after this Offering. ‘Existing stockholders’ in the above table reflects solely of investors defined as officers, directors, promoters and affiliated persons as required by Item 506 of SEC Regulation S-K.

The tables above do not include:

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated financial information is provided to aid in the analysis of the financial aspects of this Offering. We recommend reading the following information in conjunction with “Use of Proceeds”, “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” “Business” and our consolidated financial statements and related footnotes included in this prospectus.

Introduction

The summary unaudited pro forma consolidated financial data give effect to the acquisition of Paradise Adventures LLC (“PA”) on January 18, 2023, the pending acquisition of the Paradise Group of Companies (“PGC”) to occur with the Use of Proceeds described in “Our Organizational Structure” and “Use of Proceeds,” and the financial impact of this Offering. The following unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses.”

The unaudited pro forma consolidated financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this Offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future.

The unaudited pro forma consolidated statement of operations for the year ended December 31, 2022 combines figures derived from the separate audited consolidated statement of operations of our Company, Paradise Adventures LLC and The Paradise Group of Companies’ for the year ended December 31, 2022 included elsewhere in this prospectus. In our opinion, any unaudited financial and non-GAAP measurements presented herein represent a fair presentation of such financial data. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for further discussion of the use of the non-GAAP financial measures.

Description of Pro Forma Transactions

On March 24, 2023, the Company and the Paradise Group of Companies entered into a Purchase Agreement to acquire PGC. On June 6, 2023, we entered into a First Amendment to the Purchase Agreement which extended the closing date of the transaction to on or before July 31, 2023. On July 31, 2023 we entered into a Second Amendment to the Purchase Agreement which extended the closing date of the transaction to on or before September 15, 2023, and eliminated the “Contingent Consideration” for financial performance for post-acquisition financial periods agreed upon in the initial Purchase Agreement. On September 15th, 2023, we entered into a Third Amendment to the Purchase Agreement which extended the closing date to on or before October 31, 2023.

The Company and the Paradise Group of Companies expect the transaction to close simultaneously with this Offering. The acquisition consideration is estimated to be approximately $6.28 million payable in $3.14 million cash and $3.14 million in shares of our common stock. See Note 2 for additional information on the estimated acquisition consideration.

On January 18, 2023, we closed our acquisition of Paradise Adventures LLC. The total purchase consideration was $3.2 million consisting of $824,000 in cash, $300,000 of shares of our common stock, and a note payable of $2,076,000 with a balance of $1,576,000 as of June 30, 2023. All outstanding debt on Paradise Adventures LLC was repaid in full at the time of closing. This acquisition was accounted for as a business combination in accordance with ASC Topic 805 Business Combinations.

The consolidated financial statements of the Company, the consolidated financial statements of the Paradise Group of Companies, and Paradise Adventures LLC have been adjusted in the accompanying unaudited pro forma consolidated financial information to give effect to transactions described in the introduction paragraph above through transaction accounting adjustments, which would be necessary to:

The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believes are reasonable. The unaudited pro forma consolidated financial information should be read in conjunction with:

Accounting for the Acquisition

The PGC acquisition is being accounted for as a business combination using the acquisition method with the Company as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, the aggregate acquisition consideration will be allocated to the Paradise Group of Companies separately identifiable assets acquired and liabilities assumed based upon their estimated fair values or other measurement explicitly permissible by US GAAP at the date of completion of the acquisition. The process of valuing the net assets of the Paradise Group of Companies immediately prior to the acquisition, as well as evaluating accounting policies for conformity, is preliminary. Any shortfall between the acquisition consideration paid and the estimated fair value of the Paradise Group of Companies assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate acquisition consideration allocation and related adjustments reflected in this unaudited pro forma consolidated financial information are preliminary and subject to revision based on a final determination of the fair value of the Paradise Group of Companies net assets after the date of this prospectus. See Note 1: Basis of Presentation below for more information.

The unaudited pro forma consolidated financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the acquisition and this Offering occurred as of the dates indicated. The unaudited pro forma consolidated financial information also should not be considered indicative of the future results of operations or financial position of the Company.

The acquisition is subject to reclassification and transaction accounting adjustments that have not yet been finalized. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma consolidated financial information in accordance SEC rules including Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses.” Differences between these preliminary estimates and the final reclassification and transaction accounting adjustments may be material.

AMPHITRITE DIGITAL INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2023

(In USD dollars)

AMPHITRITE DIGITAL INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2023

(In USD dollars)

AMPHITRITE DIGITAL INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2022

(In USD dollars)