S-1/A

As filed with the Securities and Exchange Commission on February 12, 2024

Registration No. 333-264073

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 23 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Elate Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	4214	87-2778989
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

305 Broadway, Floor 7

New York, NY 10007

(212) 920-4450

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Kevin Britt

Chief Executive Officer

Elate Group, Inc.

305 Broadway, Floor 7

New York, NY 10007 (212) 920-4450

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Peter V. Hogan	Mitchell S. Nussbaum
Zachary R. Fountas	David J. Levine
Buchalter, A Professional Corporation	Loeb & Loeb LLP
1000 Wilshire Boulevard, Suite 1500	345 Park Avenue
Los Angeles, CA 90017	New York, NY 10154
(213) 891-0700	(212) 407-4000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated February 12, 2024

Preliminary Prospectus

Up to 1,250,000 Common Units, Each Common Unit Consisting of: One Share of Class A Common Stock and Two Series A Warrants, Each Series A Warrant to Purchase One Share of Class A Common Stock

Up to 1,250,000 Pre-funded Units, Each Pre-funded Unit Consisting of: One Pre-funded Warrant to Purchase One Share of Class A Common Stock and Two Series A Warrants, Each Series A Warrant to Purchase One Share of Class A Common Stock

One Share of Class A Common Stock Underlying Each Series A Warrant

 

Elate Group, Inc.

This is Elate Group, Inc.’s initial public offering. We are offering 1,250,000 units (the “Common Units”), each Common Unit consisting of one share of our Class A common stock, $0.0001 par value per share and (ii) two Series A Warrants, each to purchase one share of Class A common stock (the “Series A Warrant”). We are offering each Common Unit at an initial public offering price of $4.25 per Common Unit. Each Series A Warrant is exercisable at an exercise price of $4.00 per share. Each Series A Warrant will be immediately exercisable from the date of issuance and will expire five years after the date of issuance.

We are also offering to those purchasers, if any, whose purchase of Common Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Class A common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded units (the “Pre-funded Units”) in lieu of Common Units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Class A common stock. Each Pre-funded Unit will consist of a pre-funded warrant to purchase one share of our Class A common stock (a “Pre-funded Warrant”) and two Series A Warrants. Each Pre-funded Warrant will be exercisable for one share of our Class A common stock (subject to adjustment as provided for therein) at any time at the option of the holder until such Pre-funded Warrant is exercised in full, provided that the holder will be prohibited from exercising Pre-

funded Warrants for shares of our Class A common stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99%, of the total number of shares of our Class A common stock then issued and outstanding. However, any holder may increase such percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. The purchase price of each Pre-funded Unit will equal the price at which the Units are being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-funded Warrant will equal $0.001. Neither the Common Units nor the Pre-funded Units will be certificated or issued as standalone securities. For each Pre-funded Unit we sell, the number of Common Units we are offering will be decreased on a one-for-one basis. The Common Units and Pre-funded Units issued in this offering shall be referred to collectively as “Units.”

The shares of Class A common stock or Pre-funded Warrants, as the case may be, and the Series A Warrants included in the Common Units or the Pre-funded Units, can only be purchased together in this offering as Units, but the securities included in the Common Units or Pre-funded Units are immediately separable and will be issued separately.

The Series A Warrants will be subject to call feature at the option of the Company, (i) during the 60-day period following the issuance date, at the price of $0.001 per warrant share, provided our Class A common stock’s volume weighted average price over 10 consecutive trading days prior to the call notice is at least $8.00 (200% of the initial exercise price of the Series A Warrants), and (ii) for all other periods for which the Series A Warrants are exercisable, at the price of $0.001 per warrant share, provided our Class A common stock’s volume weighted average price over 10 consecutive trading days prior to the call notice is at least $6.00 in the case of the Series A Warrants (150% of the initial exercise price of the Series A Warrants) and subject to certain other conditions set forth in the Series A Warrants and as further described in “Description of Securities – Series A Warrants and Pre-funded Warrants to be Issued in This Offering”. Such a call feature may reduce the value of the Series A Warrants because it may result in holders no longer having an opportunity to benefit from further increases in the price of our Class A common stock.

This is our initial public offering, and no public market exists for our securities. We are offering each Common Unit at an initial public offering price of $4.25 per Common Unit We have applied to list our Class A common stock and Series A Warrants  for trading on the Nasdaq Capital Market (“NASDAQ”) under the symbols “ELGP” and “ELGPW”, respectively. Completion of this offering is contingent on the approval of our listing application for trading of our Class A common stock and Series A Warrants on NASDAQ. There is no established public trading market for the Pre-funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system. No assurance can be given that the trading market will develop for the Class A common stock or the Series A Warrants.   

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and a “smaller reporting company” as defined in the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of being an emerging growth company and a smaller reporting company.”

Immediately following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock, with only Class A common stock issued and outstanding. The rights of holders of Class A common stock and Class B common stock are identical, except with respect to certain voting and conversion rights. There are no shares of Class B common stock issued and outstanding, and we do not currently intend to issue Class B common stock in the future. Holders of our Class B common stock are entitled to ten votes per share and holders of our Class A common stock are entitled to one vote per share. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and automatically converts into one share of Class A common stock if it is transferred outside of specific transfers relating to estate planning, as more specifically described in our Amended and Restated Certificate of Incorporation. See “Description of Securities—Class B Common Stock.” There are no outstanding shares of Class B common stock, and therefore the Class B common stock represents 0% of the voting power of our outstanding capital stock following this offering, assuming the exercise of any Pre-funded Warrants, and excluding the exercise of any Series A Warrants or Underwriter Warrants (as described below) and the underwriters’ exercise of its over-allotment option.

Immediately following this offering, our controlling stockholders Kevin Britt – our Chief Executive Officer –  and Julia Britt – our Chief Accounting Officer (together, the “Britt Family”), will continue to control a majority of the votes among all shares eligible to vote in the election of our directors. As a result, we will be a “controlled company” within the meaning of the corporate governance rules of NASDAQ. See “Management—Controlled Company Status.”

We have granted the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase (i) up to an additional 187,500 shares of Class A common stock and/or Pre-funded Warrants (15% of the Units shares of Class A common stock and/or Pre-funded Warrants issued in the offering) and/or up to 375,000 additional Series A Warrants (15% of the Series A Warrants issued in the offering) at the public offering price, less underwriting discounts and commissions.

Investing in our Units involves risks. See “Risk Factors” beginning on page 18.

	Per Unit		Total
Initial public offering price		$4.25		$5,312,500
Underwriting discounts and commissions(1)		$0.34		$425,000
Non-accountable expense allowance(2)		$0.04		$53,125
Proceeds, before expenses, to us(3)		$3.87		$4,834,375

(1)	Represents a cash fee of 8.0% of the gross proceeds raised in this offering. We have also agreed to reimburse the underwriters for certain expenses, including “roadshow”, diligence, and reasonable legal fees and disbursements, in an amount not to exceed $230,000 in the aggregate, and the underwriters will receive additional compensation, including warrants to purchase shares of Class A common stock (the “Underwriter Warrants”), a right of first refusal and tail financing rights, in addition to underwriting discounts and commissions. See “Underwriting” for additional disclosures and a description of all compensation payable to the underwriters.
(2)	Represents a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering.
(3)	The amount of offering proceeds to us presented in this table does not give effect to any exercise of the: (i) underwriters’ over-allotment option (if any) we have granted to the underwriters as described below; (ii) Series A Warrants, or (iii) Underwriter Warrants.

The underwriters expect to deliver the shares of Class A common stock, Pre-funded Warrants and the Series A Warrants to purchasers on or about                  , 2024 through the book-entry facilities of The Depository Trust Company.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Sole Book-Running Manager

 

The date of this prospectus is                 , 2024.

 

 

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		18
Special Note Regarding Forward-Looking Statements		38
Market and Industry Data		38
Trademarks, Service Marks and Trade Names		39
Use of Proceeds		39
Capitalization		40
Dividend Policy		41
Dilution		41
Selected Historical Financial and Other Data		43
Management’s Discussion and Analysis of Financial Condition and Results of Operations		45
Business		58
Management		71
Executive Compensation		74
Certain Relationships and Related Transactions		77
Description of Securities		81
U.S. Federal Income and Estate Tax Considerations for Non-U.S. Holders of Class A Common Stock		90
Shares Eligible for Future Sale		96
Underwriting		98
Legal Matters		102
Experts		102
Where You Can Find More Information		103
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus. We do not, and the underwriters do not, take any responsibility for, and can provide no assurances as to, the reliability of any information that others provide to you. We are offering to sell, and seeking offers to buy, Units only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Units.

ABOUT THIS PROSPECTUS

In this prospectus, unless the context otherwise requires, “Elate Group,” the “company,” the “Company,” “we,” “us” and “our” refers to Elate Group, Inc., a Delaware corporation, together with its wholly-owned subsidiary, Elate Moving, LLC. Unless otherwise indicated, the information contained in this prospectus is as of February 12, 2024, and assumes that the underwriters’ over-allotment option is not exercised.

In this prospectus, we refer to our Class A common stock, $0.0001 par value per share, and our Class B common stock, $0.0001 par value per share, as our Class A common stock and our Class B common stock, respectively, and together, as our common stock. Unless otherwise indicated, all references to our common stock refer to our common stock as in effect at the time of the completion of this offering.

This prospectus contains references to fiscal year 2022 and fiscal year 2021, which represent our fiscal years ended December 31, 2022, and December 31, 2021, respectively.

“GAAP” as used in this prospectus refers to United States generally accepted accounting principles.

PROSPECTUS SUMMARY

The following summary highlights information about our business and the offering of our Units that appears elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Units. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included elsewhere in this prospectus.

OUR COMPANY

Founded in 2013, we are a high-touch, best-in-class moving and storage company providing domestic concierge services and international relocation solutions for residential, commercial and government clients in the United States (“U.S.”) and Canada.

We are presently focused on seven metro markets along the east coast of the U.S. These metro areas are in and around Boston, MA; Greenwich, CT; Southampton, NY; Woodcliff Lake, NJ; New York, NY; Philadelphia, PA and Washington, D.C., with near-term goals to expand into additional markets in the western and southern states of the U.S. The current seven metro areas are primarily serviced from our current operation hub in Brooklyn, New York.

We currently operate in these markets with a growing fleet of trucks and an expanding professional relocation team composed of 27 full-time and 5 part-time employees. We have established and maintain our presence in these markets through local advertising and utilizing virtual office addresses for our direct mail and online advertising campaigns.

We cater to customers that demand excellence and the utmost care and professionalism. We believe we have established a sterling brand by adhering to the highest standards when delivering complete end-to-end relocation and storage services. We especially pride ourselves in making relocations and storage convenient and stress-free for clients who demand superior service.

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Our comprehensive moving services include disassembly, packing, unpacking, re-setup, and temporary storage. It can involve ceiling and wall removal and reinstallation of artwork, lighting (e.g., chandeliers and sconces) and other fixtures, and audio-visual equipment (e.g., televisions and stereo equipment). We provide custom-build crating for the relocation or storage of high-value items, such as for fine art and furniture, musical instruments (e.g., pianos) and fragile items, that ensures their safety and protection. We also provide complete gym and playground equipment disassembly and reassembly, carpentry, furniture restoration and repair, professional cleaning at both origin and destination, and donation and disposal services. We offer express delivery within guaranteed timeframes for local, nationwide or cross-border (Canada) moves, which utilize the same truck and team at both origin and destination points. We also provide concierge/on-demand short and long-term storage services.

Our specialty is residential high-end moving and storage for more affluent clientele seeking a white glove experience. We define high-end residential moves as those as involving houses or apartments valued in excess of $5 million. This has included relocations involving some of the most highly valued homes in the country owned by A-list celebrities, sports stars and government dignitaries. We have also serviced higher-end, non-residential clients, such as five-star hotels and top government agencies.

While not all of our business involves high-end engagements, our highest-end relocation occurred in September 2021 when we undertook a moving and storage project that involved the “most expensive home” in the Hamptons of Long Island, New York, valued at more than $175 million.

We believe our bespoke offerings and reputation for quality service is unparalleled in the industry and not easily replicated by our competitors. Given the numerous top ratings by many satisfied customers as posted to Yelp!, Google Reviews and Angie.com, we believe our extraordinary attention to detail, protection of personal property and commitment to customer service has generated a sterling reputation that we believe is second to none.

Our highly satisfied residential and commercial clients have provided tremendous endorsements, word-of-mouth advertising and an ongoing stream of high-value referrals. From our experience, we believe this niche of the moving and storage markets is underserved, and we are well positioned to seize market share.

Our emphasis on quality has earned us accolades and ongoing referrals from many marquee corporate and government clients, including long term contracts, such as:

·New Jersey State Office of General Services 

·New York State Office of General Services 

·Delaware State Office of General Services 

·Federal Motor Carrier Safety Administration (FMCSA) 

·Internal Revenue Service (U. S. Department of the Treasury) 

·U.S. Drug Enforcement Agency (DEA) 

·U.S. Social Security Administration 

·United Nations 

·United States Military Relocation Program (subcontractor) 

·United States General Services Administration (75+ government agencies) through its CHAMP program 

·New York State Insurance Fund 

·U. S. Department of Consumer Regulatory Affairs (DCRA) 

·Connecticut Department of Transportation 

·Massachusetts Department of Public Utilities 

·Pennsylvania Public Utilities Commission 

·New Jersey Department of Community Affairs 

·Ontario (Canada) Ministry of Transportation 

·Charles Schwab 

·Four Seasons Hotel (Downtown Manhattan) 

·The James Hotels 

·UOVO, premier provider of storage services for art and valued collections. 

·Trump International Hotels Management 

·United States Military Academy (West Point) 

·New York Department of Motor Vehicles 

·Westy Self Storage 

·Sotheby’s International Realty 

·Keller Williams Real Estate 

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Many of our commercial or government customers have used our services several times or on a regular basis, as well as provide us referrals. For example, since 2018, the New York State Office of General Services has, on average, engaged us for two to three relocations per month for their various agencies. We estimate we have generated more than $1.3 million in revenues from these relocations over this period.

Under a U.S. General Services Administration (GSA) IDIQ (indefinite delivery/indefinite quantity) contract, we have relocated offices for the Social Security Administration and DEA, with 10 office moves in total. These 10 office moves had an aggregate value of approximately $200,000.

In February 2022, we were approved by the GSA for its Centralized Household Goods Traffic Management Program (“CHAMP”). While our GSA IDIQ contract allows us to bid on the relocation of federal facilities, our approval for CHAMP permits us to bid on federal employee and military personnel relocations and storage, both domestic and international. More than 75 federal agencies use CHAMP to facilitate moves and storage of household goods for their staff. Qualification for the program requires audited financials, which we believe only a limited number of our mostly privately held competitors can easily provide. According to the GSA, its total expenditures on the CHAMP program increased from $130 million in 2020 to $139 million in 2021. During the same period, the average cost of a CHAMP relocation increased from $7,930 to $8,940. Given our comprehensive capabilities and broad multi-lingual support (English, Spanish, French, German, Italian, Russian, Ukrainian, and Japanese), we believe we are well positioned to compete with larger competitors and especially for international relocations.

In October 2023, we were approved as a subcontractor of HomeSafe Alliance LLC, General Contractor for the United States Military to move a military employees and their families. This is a Global Household Goods Contract for moving projects worldwide.

We are also an approved vendor for the United Nations and have moved more than 15 of its employees and two U.N. ambassadors over the last three years. Between 2016 and 2019, we conducted four relocations for the United States Military Academy (West Point), valued at approximately $190,000 in total.

For the hotel industry, we have been engaged by the Four Seasons, The James Hotel and Trump Hotels to provide temporary relocation and storage during renovation projects. For The James Hotel, we have done this more than 10 times between 2016-2020, representing approximately $70,000 in aggregate revenue.

We regularly receive referrals by real estate agencies, such as Sotheby’s International Realty and Keller Williams Real Estate, and also receive moving engagements from them and others for house staging. We may have as many as 10 house staging engagements per month for which we may pay the real estate agency small referral fees, such as 10% of the value of the project. Another regular source of referrals is from our storage partner, Westy Self Storage, as well as from building managers of luxury apartment buildings in cities such as New York City.

Over the years, we have grown largely by referrals from these organizations and our highly satisfied clients, conducting more than 20,000 relocations since our inception. Our growth and profitability, also reflects our success and emphasis on strong fiscal stewardship, even during challenging times such as the COVID-19 pandemic.

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OUR INDUSTRY

While there are strong synergies between the moving/relocation and storage market, these are distinct market segments that each have strong drivers for growth and opportunity.

Moving & Relocation

The U.S. moving services business is projected to reach $22.5 billion by 2026, growing at a 5% compounded annual growth rate (“CAGR”). Residential is considered the largest segment of the moving services industry at 61% of the market, with Commercial representing 16%. The rest of the market is primarily composed of the relocation of other goods requiring special handling and warehousing services.

 

As with most industries, the COVID-19 pandemic negatively affected the moving industry. However, as an essential service, movers were allowed to remain open in areas where lockdowns were mandated.

In 2020, we saw the impact primarily in the last nine months of the year (April through December) as the pandemic increasingly spread. Then in 2021, we experienced the full impact of COVID-19, with it lasting throughout the year, particularly as new strains such as the Delta variant emerged. This resulted in an increased number of customer cancellations in 2021 as compared to 2020, and a smaller number of cancellations in 2022 and 2023 as compared to 2021, which had a negative impact on revenue growth during 2022 and 2023. With a higher number of cancellations, as compared to 2020 and 2021 respectively, we had a greater number of instances in which cancelled customer windows were not filled by a new customer, resulting in our operations functioning at less than full capacity during certain periods.

According to annual studies released by United Van Lines, in 2020 and 2021, Americans have been on the move to lower-density areas and to be closer to their families. In 2021, 31.8% of Americans who moved did so in order to be closer to family, up from 27% in 2020, with this indicating a new trend coming out of the pandemic as priorities and lifestyle choices shift, according to the study. Additionally, 32.5% of Americans moved for a new job or job transfer in 2021, a significant decrease from 40% in 2020, and especially from the more than 60% in 2015.

We are currently focused on states which have the greatest number of migrations. The net migration outflows are notable, which includes many high-net worth individuals seeking to escape states with onerous tax burdens. These are largely the clients we serve.

The moving industry is highly fragmented, according to data firm IBISWorld, with a low level of market share concentration. The top four largest operators account for 9.8% of industry revenue.

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Three million Americans move interstate annually, according to moving intelligence platform, SHYFT, reflecting a robust market. The following statistics highlight the scale and scope of the moving segment:

·Americans move an average of 11.7 times over their lifetime. 

·9.8 percent of Americans move annually. 

·15.3 million households in America, with an average size of 2.3 family members, move annually. 

·Approximately 7,000 moving companies in the U.S. with about 50,000 moving trucks. 

·122,600 people are employed by the moving industry, with a combined payroll about $3.6 billion annually. 

·Moving companies work in 13,900 locations across the U.S. 

·There are approximately 186,722 jobs created by the moving industry. 

·Estimated total annual contribution of the moving industry to the U.S. economy is $86 billion. 

Concierge Storage

The $41.5 billion U.S. self-storage market is estimated to be growing at a 2.2% CAGR and is expected to reach $44.5 billion by 2024, according to IBISWorld. Growth drivers include job expansion, population growth, increasing migration and home downsizing by baby boomers. The SSA Self-Storage Demand Study 2020 showed 10.6% of U.S. households leased a self-storage unit in 2020, up from 6% in 1996.

 

There have been many startups over the last several years focused on “on-demand” or “valet” storage, with the most notable ones such as MakeSpace, Clutter and Closetbox attracting substantial private equity investment and experiencing strong growth. United Parcel Service introduced a residential ‘Storage on Demand’ service in October 2019. While these businesses target mainstream consumers, we believe they reflect a general growing demand for personalized self-storage services.

Similar to moving industry fragmentation, self-storage is not concentrated. According to the 2021 Self-Storage Almanac, roughly one-fifth of the market is controlled by the top six publicly traded self-storage companies. This leaves 80% of U.S. self-storage facilities owned and operated by independent entities. The 2022 Self-Storage Almanac and Radius+ also reported that:

·51,206 self-storage facilities in 2022 in the U.S., up from 47,000 in 2019. 

·From 2010 to 2020, average occupancy rates increased from 75.7% to 92.2%. 

In terms of self-storage, there is strong demand for traditional indoor storage, climate-controlled storage and outdoor storage for boats/cars/RVs.

The overall global concierge services market was valued at $596 million in 2020 and is anticipated to grow at more than 5.3% through 2027, according to IMR Data. While this report is not specific to concierge moving and storage, we believe the growth in demand for concierge services reflects an increasing number of consumers who are

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looking to outsource routine or specialized tasks to concierge services or personal assistance services to save time and avoid inconvenience. We expect other factors such as lack of work-life balance, busy work schedules, and time constraints to boost the demand for concierge services.

Given these factors, we are interested in further growing and enhancing our concierge self-storage business through both expanding partnerships with existing self-storage providers like Westy Self Storage, as well as establishing our own storage facilities that would feature self-storage access as well as warehousing the goods of our full-service concierge/valet storage customers. Such services will cater to not only affluent clients, but to anyone looking for a more convenient self-storage solution and who sees the value in the personal time savings our concierge services can provide.

Our Competitive Strengths

We are an entrepreneurial-driven, emerging growth company, with a distinct and premier moving and storage brand for residential, corporate and government clients, particularly for the higher-end of the market.

We believe our company is differentiated in the marketplace due to several competitive advantages:

·Deep experience and unrivaled expertise in moving and storage of highly valued assets for individuals and enterprises. 

·We specialize in high-end art and antique relocation with professional staff averaging five-plus years of experience servicing this niche. 

·Fully licensed with several U.S. state governments, the U.S. Federal Motor Carrier Safety Administration, and the Ministry of Transportation of Ontario. 

·We have maintained top-score ratings by our many satisfied customer posting on Yelp! (4.5 out of 5 stars average), Google Reviews (4.9 out of 5 stars average) and Angie.com (with a 95% recommend rating). 

·As a business member of the New York Teamsters Union, we can engage high quality manpower with minimal notice, enabling us to execute guaranteed moves of high complexity, size and value in a highly active market. 

·We have developed a specialized packing and moving system that provides custom crating for high-end artwork, furniture, chandeliers and other precious items. This can include certified materials required for international shipments, such as to Japan. Our competitors typically do not provide custom crating, but instead use only simple cardboard boxes or moving blankets. 

·We believe we offer a unique and extensive level of multi-lingual support (English, Spanish, French, German, Italian, Russian, Ukrainian, and Japanese), which is especially advantageous for international relocations. 

 

In addition to these distinctions, we offer clients an end-to-end moving and storage solution, which promises the same moving team at each location.

Based upon our published services and those of our competitors, we believe our delivery times nationwide are unmatched.

·We believe that we are the only moving company on the East Coast that can guarantee next day delivery from NYC, CT or NJ to Toronto, Ottawa or Montreal. 

·We guarantee delivery from NY, CT, NJ to CA, WA and Vancouver in four/five days; Texas in three days; Florida in two days; Colorado in three/four days; and Illinois in two days. 

We pride ourselves in providing what we believe to be best-in-class moving and storage services for the most demanding clients.

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Our Growth Strategies

Our goals are to grow profitably, drive strong and consistent return on capital and increase stakeholder value. With Americans continuing to move out of high-tax, high-crime cities to more favorable locations, we see significant opportunity to grow our business and expand our market share. We believe our competitive strengths position us to pursue our goals through the following strategies:

Geographic Expansion of Relocation Services

We plan to expand our geographic footprint to include possible operational hubs in other major metropolitan areas in North America with the demographics that we believe would support our business model, including, but not limited to, Phoenix, Arizona; Los Angeles, California; and Austin, Texas.  The demographics we see may also include areas in Canada, such as in the Toronto region.

To support this expansion, over the next year, we plan to increase our current 13-truck fleet by another 13-15 trucks. We may make greater increases to the number of trucks in our fleet as the market demands and can support, and according to the pace we find and train our moving teams. We intend to also continue to rent additional trucks during peak moving periods as well as for long-distance, one-way moves.

We also plan to increase the number of international moves beyond just Canada by adding additional customer marketing and support for this to our website. This may include acting as a broker for other moving companies under our brand in geographic areas where we do not yet have operational hubs or trucks available for a prospective customer.

Concierge Self-Storage

We see self-storage services, and particularly concierge self-storage, being a strong growth driver for our business over time. We currently partner with Westy Self Storage (“Westy”), a Northeast-based operator, to provide storage and self-storage to our clients. Depending on the geographic location of the storage customer, we may also use other self-storage providers. For temporary storage (those storage needs lasting less than one month), we may use our 5,000-sf. warehouse located in Brooklyn, New York.

For the convenience of select clients, we may rent third-party storage on their behalf and rebill them accordingly or charge them for storage at our warehouse. By way of example only, if we rent a 100-sf. storage space from Westy, the current costs to us would be approximately $350 per month and we would anticipate charging our concierge storage customer $395 per month. Our gross margins in this space approximate 15% depending on rentable unit sf. We provide the delivery to and from storage as requested by the customer. Our concierge self-storage business generated revenue of approximately $311,000, or 6.5% of our revenue in 2022, and approximately $300,000, or 6.8% of our revenue in 2023, and we have approximately 10-20 customers in any given month on this program.

Our concierge storage service may also include same-day or next day pickup of items at the customer’s location or retrieval from storage of their items for which we charge additional fees.

For markets not served by Westy, we use alternative self-storage providers, and may similarly do so as we enter new markets not served by Westy. Over time we intend to explore the option of establishing our own storage facilities and related concierge services for our customers. As a result of preliminary exploration of the space, we expect that to represent a strong area for growth as it develops.

Given our current business and referral relationship with Westy, we are not planning to compete with Westy in overlapping markets. We have historically received about three to four customer referrals per each referral we have provided to Westy. Since inception we estimate we have provided Westy more than 500 self-storage referrals.

Over the next few years, we plan to establish two to three self-storage facilities composed of 1,000-1,500 units each. We may purchase an existing building and convert it to public storage if zoning allows it or build a new facility. We anticipate financing the purchases through standard commercial mortgage financing, which may include utilizing certain firms the Company has identified that specialize in self-storage facility financing. We anticipate construction or renovation would begin at our first site in 2024, with an opening planned for 2024 or early 2024.

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We see our storage properties being state-of-the-art, offering climate-controlled and high-security units to avoid damage to luxury or precious items, such as fine art, statues, chandeliers, furniture, valuable records and similar high-value items. Clients would have 24/7 access with monitored security.

Concierge self-storage offerings would also include drop-off and pick-up services. We are planning to implement Radio Frequency Identification (RFID) tagging to insure appropriate tracking and inventory control.

For new or renovated construction, we anticipate a typical facility would have 70,000 to 100,000-sf. in total space and three floors. Usable sf. would be approximately 70% of the total sf. For new construction, we estimate the land cost at approximately $5 million, with hard and soft construction costs at about $65-$75 per sf. or approximately $15 million. We anticipate being able to rent storage to our customers at $4 per sf. on average which would be in line with what other premium self-storage providers would charge, although this may vary per market.

Assuming we establish 200,000-sf. of total storage space with two buildings, or 140,000-sf. of usable space, with occupancy of 80-90%, this could generate approximately $6.1 million in additional revenue annually. Since they would be our own facilities, we anticipate the gross margins would be higher than our current concierge self-storage services gross margins and in line with our concierge relocation services at more than 60%, on average.

As an additional revenue stream, we may also offer small moving truck rentals at our facilities for customers who would prefer to move their items themselves or with the assistance of a Company moving crew. We estimate this could generate an additional $2 million to $3 million in annual revenue over time, based on 500 to 600 truck rentals per year.

Advertising

In addition to referrals, a key source for customer acquisition has been online digital advertising, such as the use of Google AdWords, as well as social media tools, and direct mail. We plan to increase our budget for advertising over the next year. Given historical results, we anticipate that an increase of $750,000 to $1 million in advertising expenditures would result in a 50 to 70 percent increase in moving revenue from the current levels. We would anticipate similar results for our concierge storage business as it develops.

Strategic Acquisitions

We plan to drive organic growth by leveraging our existing customer relationships and the strong referrals they can provide, as well as through our advertising efforts. However, our moving and storage industry is largely fragmented, creating abundant opportunities for growth and regional expansion through strategic acquisitions.

According to BKD Capital Advisors (Forvis), the transportation and logistics industry recorded 122 M&A transactions in 2022 and 128 M&A transactions in 2021, up from 86 in 2019. This marked the fourth consecutive year of increased M&A volume. The 2020 activity level is especially notable, given the economic uncertainty created by the COVID-19 pandemic.

The self-storage industry executed a record-breaking $7.7 billion in self-storage deals, according to the commercial real estate research and analysis company, Real Capital Analytics. The dollar total was one-third higher than the sector witnessed in 2019, the report says. A further research study by Real Capital Analytics indicates the self-storage sector has seen exponential growth in the past two years due to COVID-19 increasing migration rates nationwide and displacing office workers as remote work ramped up. In 2021, self-storage saw sales volume rising 180% from the year prior, reaching $23.6 billion.  Also, the average self-storage occupancy rate is about 92% for 2022 and is expected to hold throughout 2023 according to Matthews Real Estate Investment Services for the self-storage sector.

There is to the best of our knowledge, no publicly traded company of our size in our industry with moving and storage as its focus, and especially offering the concierge-level services we provide. We believe our status as a publicly traded, “pure-play” company would provide us certain advantages as we pursue a strategic acquisition program. We are also considering acquisitions as a way to overcome any future labor shortages and accelerate our growth more rapidly.

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Commercial & Government

Given our growing record of large moves for commercial and government customers, we plan to grow this segment of our business by hiring sales staff who would be dedicated to developing and servicing it. We are fully licensed with several state governments in the U.S. as well as with the Ministry of Transportation of Ontario, Canada. Our membership in the New York Teamsters Union also provides us with certain advantages as we pursue commercial and government projects in the state of New York.

Technology

We believe the implementation of technology will help us take better advantage of our customer relationships and scale our business. We are in the process of implementing a new state-of-the-art customer relationship management software system (CRM) with engagement analytics.

We are also planning to develop a native artificial intelligence (“AI”) powered moving and storage mobile app that will provide an interactive system that would be designed to help customers and the Company more easily and efficiently evaluate potential relocation and storage engagements. The app would also be used by our customers to manage their self-storage items, and schedule pick up and deliveries from storage.

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Risk Factors

Investing in our Class A common stock involves a high degree of risk. Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth in the section titled “Risk Factors.” If any of these risks actually occur, our business, financial condition and results of operations may be materially adversely affected. In such a case, the trading price of our Class A common stock may decline, and you may lose part or all of your investment. Below is a summary of the primary risks to our business:

• economic and business risks inherent in the moving and storage industry, including competitive pressures pertaining to pricing, capacity and service;

• fluctuations in the price or availability of fuel and possible legislation surrounding fossil fuels, renewable mandates, and road mileage tax;

• our ability to attract and retain qualified drivers in the operation of our moving business, which is difficult to predict and is subject to factors outside of our control;

• our ability to recruit, develop and retain our key employees, movers and drivers;

• increased costs of compliance with, or liability for violation of, existing or future regulations in our industry, which is highly regulated;

• negative seasonal patterns generally experienced in the moving industry during winter months;

• we will be a “controlled company” within the corporate governance rules of NASDAQ and, as a result, qualify for, and intend to rely on, the exemption from the requirement that our corporate governance committee be composed entirely of independent directors; and

• the interests of our controlling stockholders, the Britt Family, may conflict with yours in the future, and, for so long as the Britt Family maintains control of us, our other stockholders will be unable to affect the outcome of proposed corporate actions supported by the Britt Family for their benefit.

Corporate Information

Our principal executive offices are located at 305 Broadway, Floor 7, New York, NY 10007, and our telephone number is (212) 920-4450. We also maintain a website at https://elatemoving.com. The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus.

Implications of being an emerging growth company and a smaller reporting company.

As a company with less than $1.235 billion in total annual gross revenues during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:

•reduced disclosure about our executive compensation arrangements; 

•no non-binding stockholder advisory votes on executive compensation; 

•exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting; and 

•reduced disclosure of financial information in this prospectus, including only two years of audited financial information and two years of selected financial information. 

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We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of this offering, (b) in which we have total annual gross revenues of at least $1.07 billion or (c) in which we are deemed to be a “large accelerated filer,” under the rules of the U.S. Securities and Exchange Commission (the “SEC”), which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

For so long as we remain an emerging growth company, we are permitted to rely on certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved and an exemption from compliance with the requirements regarding the communication of critical audit matters in the auditor’s report on financial statements. In particular, in this prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. As permitted, we have elected to use the extended transition period for complying with new or revised accounting standards, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to those of companies that comply with public company effective dates.

We are also a “smaller reporting company,” meaning that the market value of our shares held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this offering is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company after this offering if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

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THE OFFERING

Common Units offered	1,250,000 Common Units, each consisting of (i) one share of Class A common stock, and (ii) two Series A Warrants, each Series A Warrant exercisable to purchase one share of Class A common stock. The shares of Class A common stock and the Series A Warrants that are part of the Common Units are immediately separable and will be issued separately in this offering.
Pre-funded Units offered	We are also offering to those purchasers, if any, whose purchase of Common Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Class A common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, Pre-funded Units in lieu of Common Units. Each Pre-funded Unit consists of: (i) one Pre-funded Warrant exercisable for one share of Class A common stock, and (ii) two Series A Warrants. For each Pre-funded Unit we sell, the number of Common Units we are offering will be decreased on a one-for-one basis. The purchase price of each Pre-funded Unit will equal the price per Unit at which the Common Units are being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-funded Warrant will be $0.001 per share of Class A common stock. Each Pre-funded Warrant will be exercisable immediately upon issuance and will be exercisable until all of the Pre-funded Warrants are exercised in full. This prospectus also relates to the offering of the shares of Class A common stock issuable upon exercise of such Pre-funded Warrants. See “Description of the Securities We are Offering — Pre-funded Warrants” for a discussion on the terms of the Pre-funded Warrants. We are offering a maximum of 1,250,000 Pre-funded Units. Because we will issue two Series A Warrants as part of each Common Unit or Pre-funded Unit, the number of Series A Warrants sold in this offering will not change as a result of a change in the mix of the Common Units and Pre-funded Units sold.
Pre-funded Warrants	The Pre-funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. Each Pre-funded Warrant will have an exercise price of $0.001. This prospectus also relates to the offering of the shares of Class A common stock issuable upon exercise of the Pre-funded Warrants.

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Series A Warrants offered by us We are offering Series A Warrants to purchase an aggregate of 2,500,000 shares of our Class A common stock. Each Unit will include two Series A Warrants. Each Series A Warrant is exercisable to purchase one share of Class A common stock, subject to adjustment in the event of dilutive issuances (subject to certain exceptions), stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our Class A common stock, will have an exercise price of $4.00 per share, will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. Notwithstanding anything to the contrary, in no event will the exercise price of the Series A Warrants be adjusted to a price less than $2.13 (fifty percent (50%) of the initial public offering price of the Units in this offering), as a result of the issuance of any Class A common stock or any securities convertible into or exercisable or exchangeable for, Class A common stock, at an effective price per share less than the then the exercise price then in effect.   The Series A Warrants will be exercisable on a cashless basis in the event we do not have an effective registration statement under the Securities Act that includes the shares of Class A common stock issuable upon exercise of the Series A Warrants. Notwithstanding the foregoing, on the termination date of the Series A Warrants, the Series A Warrants shall be automatically exercised via a cashless exercise. See “Description of Securities – Series A Warrants and Pre-funded Warrants to be Issued in this Offering.”

Call Feature:

The Series A Warrants are callable by us in certain circumstances. If, after the closing date of this offering, (i) the VWAP of our Class A common stock for each of 10 consecutive trading days (the “Measurement Period”) is (a) with respect to the 60-day period following the issuance date of the Series A Warrants, equal to or greater than 200% of the initial exercise price of the Series A Warrants and (b) with respect to all subsequent periods, equal to or greater than 150% of the initial exercise price of the Series A Warrants , (ii) the average daily trading volume of our Class A common stock for such Measurement Period exceeds $1,000,000 per trading day, and (iii) the holders of Series A Warrants are not in possession of any information that constitutes, or might constitute, material non-public information, then we may, within one trading day of the end of such Measurement Period and upon proper notice, call for cancellation of all of the outstanding Series A Warrants for consideration equal to $0.001 per share of Class A common stock issuable upon exercise of such Series A Warrants. See “Description of Securities – Series A Warrants and Pre-funded Warrants to be Issued in this Offering.”

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Public offering price	$4.25 per Common Unit and $4.249 per Pre-funded Unit.
Class B common stock offered	None.
Option to purchase additional Class A common stock, Pre-funded Warrants and/or Series A Warrants pursuant to the over-allotment option	We have granted the underwriters a 45-day option from the date of this prospectus to purchase up to 187,500 additional shares of Class A common stock and/or Pre-funded Warrants (representing 15% of the Class A common stock and/or Pre-funded Warrants issued in the offering) and/or up to 375,000 additional Series A Warrants (15% of the Series A Warrants issued in the offering) at the initial public offering, less underwriting discounts. The purchase price to be paid per additional share of Class A common stock or Pre-funded Warrant will be equal to the public offering price of one Common Unit or Pre-funded Unit (less the $0.01 purchase price allocated to each Series A Warrant), as applicable, less the underwriting discount, and the purchase price to be paid per additional Series A Warrant will be $0.01.
Class A common stock to be outstanding after this offering (assuming the exercise of any Pre-funded Warrants, but excluding any Class A common stock issuable upon exercise of any Series A Warrants)	5,000,000 shares, representing a 100% voting interest (or 5,187,500 shares, representing a 100% voting interest, if the underwriters exercise in full the over-allotment option to purchase additional shares of Class A common stock and/or Pre-funded Warrants).

Class B common stock to be outstanding after this
offering (assuming the exercise of any Pre-funded Warrants, but excluding any Class A common stock issuable upon exercise of any Series A Warrants) 0 shares, representing a 0% voting interest (or 0 shares, representing a 0% voting interest if the underwritersexercise in full the over-allotment option to purchase additional shares of Class A common stock and/or Pre-funded Warrants).  

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Voting rights

Shares of Class A common stock are entitled to one vote per share. Shares of Class B common stock are entitled to ten votes per share. Pre-funded Warrants are not entitled to any vote. Series A Warrants are not entitled to any vote. Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or as designated in the Amended and Restated Certificate of Incorporation. After this offering, (assuming the exercise of any Pre-funded Warrants, but excluding any shares of Class A common stock issuable upon exercise of any Series A Warrant, and assuming the underwriters do not exercise the over-allotment option) the Britt Family will beneficially control 75.00% of the voting power of our outstanding capital stock and will effectively control all matters submitted to our stockholders for a vote. See “Description of Securities.”

Controlled company

Upon the completion of this offering, we will be a “controlled company” under the corporate governance rules of the NASDAQ. Under these rules, a “controlled company” may elect not to comply with certain corporate governance requirements. We intend to take advantage of the exemption from the requirement to have a corporate governance committee that is composed entirely of independent directors and a compensation committee. See “Management—Controlled Company Status.”

Use of proceeds We estimate that the net proceeds to us from this offering (assuming the exercise of any Pre-funded Warrants, but excluding the exercise of any Series A Warrants, and assuming the underwriters do not exercise the over-allotment option) will be approximately $4,221,087, or approximately $4,949,993 if the underwriters exercise the over-allotment option in full, at an initial public offering price of $4.25 per Common Unit, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds of this offering for general corporate purposes, including expansion of our current service lines into additional states, entry into, development and enhancement of, the storage facility segment, enlarging our cross-border services into Canada, potential acquisitions, repayment of indebtedness and capital expenditures. See “Use of Proceeds.”  

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Dividend policy	The declaration and payment of all dividends to holders of our Class A common stock will be at the discretion of our Board of Directors and will depend on many factors, including our financial condition, earnings, legal requirements and any debt agreements we are then party to and other factors that our Board of Directors deems relevant. See “Dividend Policy.”
Risk factors	Investing in our Common Units and Pre-funded Units, including the underlying shares of our Class A common stock and Series A Warrants, involves a high degree of risk. See “Risk Factors” for a discussion of factors you should carefully consider before you decide to invest in our securities.
Proposed listing and symbols	We applied to have our Class A common stock and Series A Warrants listed on NASDAQ under the symbols “ELGP,” and “ELGPW”, respectively. We have not applied, nor do we intend, to list the Pre-funded Warrants.

Except where expressly indicated otherwise, references to the total number of shares of our Class A common stock and Class B common stock outstanding after this offering is based on 3,750,000 shares of our Class A common stock and 0 shares of our Class B common stock outstanding as of February 12, 2024, and excludes the following shares:

•7,500,000 shares of Class A common stock reserved under our 2022 Equity Incentive Plan, of which 2,500,000 options to purchase shares of Class A common stock have been issued under the Incentive Stock Option Milestone Grant issued to Kevin Britt and filed as Exhibit 10.8 to the registration statement of which this prospectus forms a part; and 

•Any shares of Class A common stock issuable pursuant to the exercise of any Series A Warrants. 

Unless we indicate otherwise or the context otherwise requires, this prospectus reflects and assumes:

•The exercise of any Pre-funded Warrants; 

•No exercise of the underwriters’ option to purchase additional shares of Class A common stock and/or Pre-funded Warrants or Series A Warrants pursuant to the over-allotment option; 

•No exercise of the Underwriter Warrants; and 

•A public offering price of $4.25 per Common Unit. 

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SUMMARY HISTORICAL FINANCIAL AND OTHER DATA

The following tables set forth our summary historical financial and other data as of and for the periods indicated. We have derived the summary historical financial data for the three and nine months ended September 30, 2023 and 2022, and for the years ended December 31, 2022 and 2021, from the audited financial statements included elsewhere in this prospectus.

The summary historical financial and other data set forth below should be read in conjunction with the information included under the headings “Use of Proceeds,” “Capitalization,” “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited and unaudited financial statements and related notes included elsewhere in this prospectus.

Statement of Operations

	For the Three Months Ended September 30, 2023	For the Three Months Ended September 30, 2022	For the Nine Months Ended September 30, 2023	For the Nine Months Ended September 30, 2022	For the Year Ended December 31, 2022	For the Year Ended December 31, 2021
	(unaudited)	(unaudited)	(unaudited)	(unaudited)	(audited)	(audited)
Revenue, net	$1,271,225	$1,667,496	$3,585,184	$3,934,578	$4,779,512	$4,979,856
Cost of revenues	632,526	875,355	1,775,865	1,987,822	2,465,778	2,325,892
Gross profit	638,699	792,141	1,809,319	1,946,756	2,313,734	2,653,964
Operating expenses:
Sales and marketing	81,538	138,334	247,421	453,676	535,197	539,265
General and administrative expenses	590,100	550,426	1,640,693	1,261,783	2,020,317	880,864
Total operating expenses	671,638	688,760	1,888,114	1,715,459	2,555,514	1,420,129
Income (loss) from operations	(32,939)	103,381	(78,795)	231,297	(241,780)	1,233,835
Other income (expense):
Interest expense	(1,562)	(14,229)	(5,818)	(43,691)	(52,211)	(16,931)
Forgiveness of debt	-	-	-	-	-	43,610
Other income (expense), net	3,701	1,532	5,615	6,123	7,063	22,763
Total other income (expense), net	2,139	(12,697)	(203)	(37,568)	(45,148)	49,442
Income (loss) before provision (benefit) for income taxes	(30,800)	90,684	(78,998)	193,729	(286,928)	1,283,277
Provision (benefit) for income taxes	6,774	39,335	17,340	114,939	(18,209)	228,268
Net income (loss)	$(37,574)	$51,349	$(96,338)	$78,790	$(268,719)	$1,055,009
Basic and diluted net income (loss) per share of common stock	$(0.01)	$0.01	$(0.03)	$0.02	$(0.05)	$0.20
Weighted-average number of shares of common stock used in computing basic and diluted per share of common stock amounts	3,750,000	5,250,000	3,750,000	5,250,000	5,250,000	5,250,000

Balance Sheet Data

September 30, 2023	Actual	As Adjusted(1)
Cash and cash equivalents	$803,169	$5,024,256
Working capital deficit	$(527,191)	$4,307,184
Total assets	$2,480,277	$6,701,464
Total stockholders’ equity	$531,271	$4,752,358

(1)As adjusted amounts give effect to the sale of 1,250,000 Units in this offering at the initial public offering price of $4.25 per Common Unit, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the initial public offering price of $4.25 per Common Unit, would increase (decrease) the as adjusted amount of each of cash, working capital, total assets and total stockholders’ equity by approximately $1.15 million, assuming that the number of Common Units offered by us, as set forth on the cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 500,000 Common Units offered by us would increase (decrease) the net proceeds to us from this offering by approximately $1.84 million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. 

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RISK FACTORS

Investing in our Units and the underlying securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our financial statements and related notes included elsewhere in this prospectus, before deciding whether to purchase our Units and the underlying securities. If any of the following risks are realized, our business, operating results, financial condition and prospects could be materially and adversely affected. In that event, the price of our Class A common stock and Series A Warrants could decline, and you could lose part or all of your investment.

Risks Relating to Our Business and Industry

The moving and transportation industry is affected by economic and business risks that are largely beyond our control.

The commercial and residential moving and storage facility industry is highly cyclical, and our business is dependent on a number of factors that may have a negative impact on our operating results, many of which are beyond our control, including but not limited to general economic uncertainty, volatility in the housing markets and commercial real estate, fluctuation in fuel prices and uncertainty surrounding regulations targeting transportation and fossil fuels impact on the supply chain.

We believe that some of the most significant factors beyond our control that may negatively impact our operating results are economic changes that affect supply and demand in commercial and residential markets and the global supply chain, such as:

• recessionary economic cycles, such as the period from 2007 to 2009;

• supply chain disruptions ranging from building materials to auto chip shortages;

• reduced demand for off-site storage facilities;

•   industry compliance with an ongoing regulatory environment;

•   significant acceptance of remote work may reduce the customer demands for movement into high cost of living areas, thereby depleting the concentration of our customer base and increasing the geographical areas we need to cover to service the same number of customers;

• excess truck capacity in comparison with shipping demand; and

• downturns in customers’ business cycles, which may be caused by declines in consumer spending both commercial and residential.

The risks associated with these factors are heightened when the U.S. economy is weakened. Some of the principal risks during such times are as follows:

• low overall moving levels, which may impair our asset utilization;

• customers with credit issues and cash flow problems;

• changing moving patterns resulting from pandemics to volatile real estate prices, resulting in an imbalance between our capacity and customer demand;

• customers bidding out moving expenses or selecting competitors that offer lower rates, in an attempt to lower their costs, forcing us to lower our rates or lose customers; and  

• budgetary constraints on state and local municipalities pausing government office relocations and planned moves.

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In addition, there are other risk factors that may be beyond our control which may negatively impact us, such as the following:

• We could be harmed by improper disclosure or loss of sensitive or confidential Company, employee, associate or customer data, including personal data;

• There could be disruption of critical information technology systems or material breaches in the security of our systems which could harm our business, customer relations and financial condition;

• Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer;

• Our expansion and acquisition strategy may not be executed effectively;

• As a public company we may face risks associated with litigation and claims;

• We have client concentration and the loss of a significant client could adversely affect our business operations and operating results

Economic conditions that decrease moving demand or increase the supply of capacity in the commercial and residential moving industry can exert downward pressure on rates and equipment utilization, thereby decreasing asset productivity. Reduced moving demand may also reduce the demand for short-term and long-term offsite storage facilities.  A prolonged recession or general economic instability could result in declines in our results of operations, which declines may be material.

We also are subject to cost increases outside our control that could materially reduce our profitability if we are unable to increase our rates sufficiently. Such cost increases include, but are not limited to, fuel and energy prices, driver wages, taxes and interest rates, tolls, license and registration fees, permits, building materials, construction costs, insurance premiums, regulations, revenue, equipment and related maintenance costs and healthcare and other benefits for our employees. We cannot predict whether, or in what form, any such cost increase or event could occur. Any such cost increase or event could adversely affect our profitability.

In addition, events outside our control, such as strikes or other work stoppages at our facilities or at customer locations, weather, pandemics and epidemics, actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against a foreign state or group located in a foreign state or heightened security requirements could lead to reduced economic demand, reduced availability of credit or temporary closing of U.S. borders to essential workers and industries, which could impact our ability to do business to and from Canada. Such events or enhanced security measures in connection with such events could impair our operations and result in higher operating costs.

The commercial and residential moving industry is highly competitive and fragmented, which subjects us to competitive pressures pertaining to pricing, capacity and service.

Our operating segments compete with many commercial and residential moving companies. The North American commercial and residential moving market is highly competitive and fragmented.  Some of our competitors may have greater access to equipment, a larger fleet, a wider range of services, preferential dedicated customer contracts, greater capital resources or other competitive advantages. Numerous competitive factors could impair our ability to maintain or improve our profitability. These factors include the following:

• Many of our competitors periodically reduce their moving rates to gain business, especially during times of reduced growth in the economy. This may make it difficult for us to maintain or increase moving rates, or may require us to reduce our moving rates. Additionally, it may limit our ability to maintain or expand our business.

• Some companies have selected core moving companies for all their moving needs, for which we may not be selected.

• Many customers periodically solicit bids from multiple moving companies for their moving needs, which may depress moving rates or result in a loss of business to our competitors.

• The continuing trend toward consolidation in the commercial and residential moving industry may result in more large moving companies with greater financial resources and other competitive advantages, with which we may have difficulty competing.

• Higher fuel prices embedded in our moving quotes to our customers may cause some of our customers to consider alternative moving companies.

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• Advancements in technology may necessitate that we increase investments in technologies, such as mobile apps for moving quotes, in order to remain competitive, and our customers may not be willing to accept higher moving rates to cover the cost of these investments.

The commercial and residential storage industry is highly competitive and fragmented, which subjects us to competitive pressures pertaining to pricing, capacity and service.

Our projected operating segment in the residential and commercial storage space competes with many commercial and residential storage companies. The North American commercial and residential storage market is highly competitive and fragmented.  Many of our competitors have greater access to equipment, a significant number of locations and franchises, a wider range of services, preferential dedicated customer contracts, greater capital resources or other competitive advantages. Numerous competitive factors could impair our ability to maintain or improve our profitability. These factors include the following:

• Many of our competitors periodically reduce their storage rates, or offer $0 introductory rates, to gain business, especially during times of reduced growth in the economy. This may make it difficult for us to gain initial customers or increase storage rates or may require us to reduce our moving rates to significantly low levels following periods of high capital expenditure developing storage facilities. Additionally, it may limit our ability to maintain or expand our business.

• Some companies have selected core storage companies for all their storage needs, for which we may not be selected.

• Larger companies with footprints outside of the regional northeast of the U.S., may choose one of our larger, national competitors, due to a larger footprint and ability to service locations outside of our current markets.

• Many customers periodically solicit bids from multiple storage companies for their storage needs, which may depress storage rates or result in a loss of business to our larger competitors.

• The continuing trend toward consolidation in the commercial and residential storage industry may result in more large storage companies with far greater financial resources and other competitive advantages, with which we may have difficulty competing.

• Higher costs of building materials and construction prices may necessitate that we increase storage costs of the prices of our competitors in order to recoup capital expenditures, and our customers may not be willing to accept higher storage rates to cover these costs.

We may not be able to effectively manage and implement our organic growth strategies.

While we currently believe we can grow our profits and cash flows organically through further penetration of existing customers and by expanding our customer base, as well as by further expanding into the commercial and residential storage industry, we may not be able to effectively and successfully implement such strategies and realize our stated goals. Our goals may be negatively affected by a failure to further penetrate our existing customer base, cross-sell our service offerings, pursue new customer opportunities, pursue new business opportunities and segments, manage the operations and expenses of new or growing service offerings or otherwise achieve growth of our service offerings. Successful execution of our business strategies may not result in us achieving our current business goals.

Our business depends on our strong reputation and the value of the Elate brand.

We believe that the “Elate” brand name symbolizes high-quality service, reliability and efficiency, and is one of our most important and valuable assets. The Elate brand name and our corporate reputation are significant sales and marketing tools, and we devote substantial resources to promoting and protecting them. Adverse publicity (whether or not justified) relating to activities by our employees, contractors or agents, such as accidents, customer service mishaps or noncompliance with laws, could tarnish our reputation and reduce the value of our brand. With the increased use of social media outlets such as YouTube, Facebook, Twitter, Instagram and TikTok, adverse publicity can be disseminated quickly and broadly, making it increasingly difficult for us to effectively respond. Damage to our reputation and loss of brand equity could reduce demand for our services and thus have an adverse effect on our financial condition, liquidity and results of operations, as well as require additional resources to rebuild our reputation and restore the value of our brand.

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Our profitability may be materially adversely impacted if our capital investments do not match customer demand for invested resources or if there is a decline in the availability of funding sources for these investments.

Our current and planned operations require significant investments. The amount and timing of capital investments depend on various factors, including anticipated volume levels and the price and availability of assets. If anticipated demand differs materially from actual usage, our capital-intensive moving and storage facility segments may have too much or too little capacity. Moreover, resource requirements across our fine art, commercial and residential moving segments and our storage facility segment varies with customer demand, which may be subject to seasonal or general economic conditions. Our ability to adapt to changes in fine art, commercial and residential moving requirements is important to efficiently deploy resources and make capital investments in trucks, trailers, and packing materials. Similarly, our ability to adapt to increased demand and capacity requirements in the commercial and residential storage facility segment is important to efficiently deploy capital resources into land acquisition and construction costs. Although our business volume is not highly concentrated, our customers’ financial failures or loss of customer business may also affect us.

We may not be able to successfully implement our company strategy of diversifying our revenue base and expanding our capabilities by entering into the storage facility space.

Our company growth strategy entails selectively diversifying our revenue base, by entering the storage facility market and growing our market share in storage services. This strategy involves certain risks, and we may not overcome these risks, in which case our business, financial position and operating results could be materially and adversely affected. We expect to continue to pursue our company growth strategy of increasing and diversifying our moving segment customer base and by entering into the storage facility space, and this exposes us to certain risks, including:

• hiring new managers, drivers and other employees, may increase training and compliance costs and may result in temporary inefficiencies until those employees become proficient in their jobs;  

• expanding our service offerings may require us to encounter new competitive challenges and regulatory compliance in markets in which we have not previously operated or with which we are unfamiliar.  

• entering into the storage facility space may strain our (i) management’s bandwidth and attention to operations, (ii) capital resources, (iii) information systems and (iv) customer service;  

• making significant capital expenditures, which could require substantial capital and cash flow that we may not have or may not be able to obtain on satisfactory terms;  

• increased specialty insurance costs for greater fine art moving and storage services; and  

• increased insurance costs for greater moving capacity and costs related to owning and operating storage facilities.

Fluctuations in the price or availability of fuel could materially and adversely affect our margins.

Fuel represents a significant expense for us. Diesel and gas fuel (“fuel”) prices fluctuate greatly due to factors beyond our control, including but not limited to political events, OPEC production announcements, terrorist activities, pandemics, armed conflicts, depreciation of the dollar against other currencies and weather, such as hurricanes, and other natural or man-made disasters, each of which may lead to an increase in the cost of fuel. Fuel prices may also be affected by the rising demand in developing countries, and could be adversely impacted by diminished drilling activity, by the use of crude oil and oil reserves for other purposes, and legislative pushes to disincentive fuel usage and incentivize electric and hydrogen fuel supply. Such events may lead not only to increases in fuel prices and taxes, but also to fuel shortages and disruptions in the fuel supply chain. Because our operations are dependent upon fuel, significant fuel cost increases, shortages or supply disruptions could materially and adversely affect our operating results and financial condition.

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Increases in fuel costs, to the extent not offset by rate per mile increases built into our quotes, may have an adverse effect on our operations and profitability. While a portion of our fuel costs are covered by pass-through provisions in customer contracts, we also incur fuel costs that cannot be recovered. Because our moving quotes precede changes in fuel prices, our customer quotes and charges may not capture the increased costs we pay for fuel, especially when prices are rising.

Difficulties attracting and retaining qualified drivers could materially adversely affect our profitability and ability to maintain or grow our fleet.

Like many fine art, commercial and residential moving companies, from time to time we may experience difficulty in attracting and retaining sufficient numbers of qualified drivers, and driver shortages may recur in the future. Our challenge with attracting and retaining qualified drivers stems from intense market competition and our driver quality standards, which subjects us to increased payments for driver compensation. Our art moving services require special training to handle unique moving and packing requirements. We use physical function tests and drug testing to screen and test all driver applicants, which we believe is a rigorous standard relative to others in our industry and could decrease the pool of qualified applicants available to us. Failure to recruit high-quality, safe drivers who meet our testing standards could diminish the safety of our fleet and could have a materially adverse effect on our customer relationships, our insurance premiums, and our business.

Our company drivers are generally compensated on an hourly basis, and the rate per-hour generally increases with the drivers’ length of service and experience. The compensation we offer our drivers is also subject to market conditions and labor supply. We may in future periods increase company driver compensation, which will be more likely to the extent that economic conditions improve, and industry regulation exacerbates driver shortages forcing driver compensation higher. Our steady capacity requires us to continually recruit company drivers in order to operate our revenue-producing fleet equipment. If we are unable to continue to attract and retain a sufficient number of high-quality company drivers, we could be required to adjust our compensation packages, or operate with fewer trucks and face difficulty meeting customer demands, all of which could adversely affect our profitability and ability to maintain our size or grow.

Difficulties finding and attracting temporary workers during periods of increased moving demand could materially adversely affect our profitability and consumer brand.

The moving services industry has experienced consistent growth and demand over the past few years, despite economic downturns and global and local restrictions on travel. Increased demand could require us to either hire more employees or temporary workers to cover short-term upsurges. There is no guarantee that we will be able to find employees or temporary workers to meet all future demand, or in the event we do, that we will be able to offer such individuals packages superior to our competitors. If we are unable to grow or retain our workforce to contend with consumer demand, we may lose out on opportunities in the near- and long-term. Failure to supply services to some customers due to over-capacity could cause those costumers, and their social circles, to develop a negative impression of our services and brand, which could adversely affect our profitability.

Difficulty in obtaining material, equipment, goods and services from our vendors and suppliers could adversely affect our business.

We are, and will be, dependent upon our suppliers for certain products and materials, including our trucks, packing supplies, and to the extent we enter into the storage facility segment, construction materials and storage unit containers. We rely on suppliers of our trucks and truck components to maintain the age of our fleet. We believe that we have positive relationships with our vendors and suppliers and are generally able to obtain favorable pricing and other terms from such parties. If we fail to maintain these relationships with our vendors and suppliers, or if our vendors and suppliers are unable to provide the products and materials we need or undergo financial hardship, we could experience difficulty in obtaining needed goods and services because of production interruptions, limited material availability or other reasons. Subsequently, our business and operations could be adversely affected.

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If we are unable to recruit, develop and retain our key employees, our business, financial condition and operating results could be adversely affected.

We are highly dependent upon the services of certain key employees, including our team of executive officers and directors. We have employment agreements with our senior executive officers, and the loss of any of their services could negatively impact our operations and future profitability. Inadequate succession planning or unexpected departure of key executive officers or employees could cause substantial disruption to our business operations, deplete our institutional knowledge base and erode our competitive advantage. Additionally, we must continue to recruit, develop and retain skilled and experienced drivers if we are to realize our goal of expanding our operations and continuing our growth, both nationally and internationally. As we enter into the storage facility segment, failure to recruit, develop and retain a core group of storage facility managers could have a materially adverse effect on our business.

Efforts by labor unions could divert management’s attention and could have a materially adverse effect on our operating results.

We face the risk that Congress or one or more states will approve legislation significantly affecting our business and our relationship with our employees, such as the previously proposed federal legislation referred to as the Employee Free Choice Act, which would substantially liberalize the procedures for union organization. We also face the risk that our employees, including drivers, may attempt to organize. Currently, two of our company drivers are members of an organized labor union in New York City for commercial movers that allows access and entry to certain buildings, which benefits us.  However, any attempt to organize by more of our employees under a union could result in increased legal and other associated costs. In addition, if we were to enter into a collective bargaining agreement, the terms could negatively affect our costs, efficiency and ability to generate acceptable returns on the affected operations. Moreover, any labor disputes or work stoppages could disrupt our operations and reduce our revenues.

Insurance and claims expenses could significantly reduce our earnings.

As we expand our services in fine art moving and enter into the storage facility segment, our future insurance and claims expense might exceed historical levels, which could reduce our earnings. Estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult. This, along with legal expenses, incurred but not reported claims and other uncertainties can cause unfavorable differences between actual claim costs and our reserve estimates.

We maintain insurance with licensed insurance carriers above the amounts which we retain. Although we believe our aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that the amount of one or more claims could exceed our aggregate coverage limits. If any claim were to exceed our coverage, we would bear the excess. Insurance carriers have raised premiums for many businesses, including transportation and storage companies. As a result, our insurance and claims expense could increase when our policies are renewed or replaced. Our operating results and financial condition could be materially and adversely affected if (i) cost per claim, premiums, or the number of claims significantly exceeds our estimates, (ii) we experience a claim in excess of our coverage limits, (iii) our insurance carriers fail to pay on our insurance claims or (iv) we experience a claim for which coverage is not provided.

We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future regulations could have a materially adverse effect on our business.

We operate in the U.S. pursuant to operating authority granted by the DOT. Our company drivers must comply with the safety and fitness regulations of the DOT, implemented through the Federal Motor Carrier Safety Administration (FMCSA), including those relating to CSA safety performance and measurements, drug and alcohol testing and Hours of Service (HOS). Weight and equipment dimensions also are subject to government regulations. We are also subject to regulation at the state level. We also may become subject to new or more restrictive regulations relating to exhaust emissions, drivers’ Hours of Service (HOS), ergonomics, collective bargaining, security at ports and other matters affecting safety or operating methods. Future CSA rulemaking could adversely affect us, including our ability to maintain or grow our fleet as well as our customer relationships.

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In addition to the U.S., we also have the authority to operate in Canadian provinces. We must comply with enacted governmental regulations regarding safety, equipment, environmental protection and operating methods. Examples include regulation of equipment weight, equipment dimensions, fuel emissions, driver Hours of Service (HOS), driver eligibility requirements, on-board reporting of operations and ergonomics. We may also become subject to new or more restrictive regulations related to safety or operating methods, which could adversely affect our fleet and operations in those jurisdictions.

Our cross-border operations in Canada make us vulnerable to risks associated with doing business in foreign countries.

As a result of our operations in Canada, we are subject to certain risks inherent in doing business abroad, including:

• foreign exchange rate fluctuations and currency controls;

• withholding and other taxes on remittances and other payments by subsidiaries;

• difficulties in enforcing contractual obligations and intellectual property rights;

• investment restrictions or requirements; and

• export and import restrictions.

We have significant ongoing and projected capital requirements that could affect our profitability if we are unable to generate sufficient cash from operations or obtain financing on favorable terms.

If we were unable to generate sufficient cash from operations, we would need to seek alternative sources of capital, including financing, to meet our capital requirements. Our near-term growth projections include the entry into the commercial and residential storage facility segment, which will require significant initial capital requirements for land acquisitions and/or building materials. In the event that we are unable to generate sufficient cash from operations or obtain financing on favorable terms in the future, we may have to limit our fleet size, delay our entry, or diminish the size or our entry, into the storage facility segment, enter into less favorable financing arrangements or operate our revenue equipment for longer periods, any of which could have a materially adverse effect on our profitability.

The seasonal pattern generally experienced in the moving industry may affect our periodic results during traditionally slower moving periods and winter months.

In the moving industry, revenue generally follows a seasonal pattern which may affect our operating results. We typically experience a seasonal surge in demand, relocation services, and art shipping during the second and third quarters of our fiscal year as a result of increased customer migration. After November our moving volume is typically slightly lower. Revenue can also be affected by adverse weather conditions, holidays and the number of business days during a given period because revenue is directly related to the available working days of movers and desired moving days of our customers. From time to time, we may also suffer short-term impacts from severe weather and similar events, such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes, and explosions that could harm our results of operations or make our results of operations more volatile.

Historically we have made no acquisitions, and we may not make acquisitions in the future, or if we do, we may not be successful in integrating the acquired company, either of which could have a materially adverse effect on our business.

We have not completed any acquisitions. We may not be successful in identifying, negotiating or consummating any future acquisitions and we may not successfully integrate future businesses or achieve the synergies and operating results anticipated in connection with any future acquisitions. The continuing trend toward consolidation in the moving and storage industries may result in the acquisitions of smaller providers by large national providers that gain market share and other competitive advantages through such acquisitions. If we fail to make or successfully execute future acquisitions, our growth rate could be materially and adversely affected.

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In addition, any acquisitions we undertake could involve numerous risks that could have a materially adverse effect on our business and operating results, including:

• difficulties in integrating the acquired company’s operations and in realizing anticipated economic, operational and other benefits in a timely manner that could result in substantial costs and delays or other operational, technical or financial problems;

• challenges in achieving anticipated revenue, earnings or cash flows;

• assumption of liabilities that may exceed our estimates or what was disclosed to us;

• the diversion of our management’s attention from other business concerns;

• the potential loss of customers, key employees and drivers of the acquired company;

• difficulties operating in markets in which we have had no or only limited direct experience;

• the incurrence of additional indebtedness; and

• the issuance of additional shares of our Class A common stock, which would dilute your ownership in the company.

We may need to obtain additional financing which may not be available or, if it is available, may result in a reduction in the percentage ownership of our then-existing stockholders.

We may need to raise additional funds in order to:

• finance unanticipated working capital requirements or refinance existing indebtedness;

• develop or enhance our technological infrastructure and our existing products and services;

• fund strategic relationships;

• respond to competitive pressures; and

• acquire complementary businesses, technologies, products or services.

Additional financing may not be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, our ability to fund our expansion strategy, take advantage of unanticipated opportunities, develop or enhance technology or services or otherwise respond to competitive pressures could be significantly limited. If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our then-existing stockholders may be reduced, and holders of these securities may have rights, preferences or privileges senior to those of our then-existing stockholders.

Our future indebtedness could limit our flexibility in operating our business or adversely affect our business and our liquidity position.

As of February 12, 2024, we had $181,659 in aggregate principal amount of indebtedness for borrowed money outstanding, consisting of $90,000 outstanding under our Economic Injury Disaster Loan (the “EIDL Loan”) from the Small Business Administration and $91,659 outstanding under the BOA truck loan. All $43,610 of borrowings under our Paycheck Protection Program Loan (the “PPP Loan”) from the Small Business Administration has been forgiven in full.

Our indebtedness may increase from time to time in the future for various reasons, including fluctuations in operating results, capital expenditures and potential acquisitions.

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Any indebtedness we incur, and restrictive covenants contained in the agreements related thereto, could:

• make it difficult for us to satisfy our obligations, including making interest payments on our debt obligations;

• limit our ability to obtain additional financing to operate our business;

• require us to dedicate a substantial portion of our cash flow to payments on our debt, reducing our ability to use our cash flow to fund capital expenditures and working capital and other general operational requirements;

• limit our flexibility to plan for and react to changes in our business;

• place us at a competitive disadvantage relative to some of our competitors that have less, or less restrictive, debt than us;

• limit our ability to pursue acquisitions; and

• increase our vulnerability to general adverse economic and industry conditions, including changes in interest rates or a downturn in our business or the economy.

The occurrence of any one of these events could have a material adverse effect on our business, financial condition and operating results or cause a significant decrease in our liquidity and impair our ability to pay amounts due on our indebtedness. Significant repayment penalties may limit our flexibility.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business.

Following the completion of this offering, we will be required to comply with various regulatory and reporting requirements, including those required by the Securities and Exchange Commission (“SEC”). Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to us and could have a negative effect on our business, financial condition and operating results.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, which we refer to herein as the Exchange Act, and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we may need to commit significant resources, hire additional staff and provide additional management oversight.

We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth will also require us to commit additional management, operational and financial resources to identify new professionals to join the company and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and operating results.

We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

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Risks Relating to This Offering and Ownership of Our Securities

The dual class structure of our common stock has the effect of concentrating voting control with the holders of Class B common stock, which, when outstanding, may limit the ability of holders of Class A common stock to influence corporate matters. The interests of future holders of Class B common stock may conflict with yours in the future.

Immediately following this offering, we will have two classes of authorized common stock with only Class A common stock outstanding:

• Class A common stock, which is entitled to one vote per share; and

• Class B common stock, which is entitled to ten votes per share.

All holders of Class A common stock and all holders of Class B common stock vote together as a single group on all matters submitted to a vote or consent of our stockholders, except for the election of Class B Directors, or as otherwise prescribed by law. See “Description of Securities”. Our Amended and Restated Certificate of Incorporation provides that certain matters require the approval of the Class B Directors. Upon the consummation of this offering, assuming that the underwriters do not exercise the over-allotment option, the Britt Family will beneficially own 75.00% of our outstanding Class A common stock. The Class A common stock held by the Britt Family will represent approximately 75.00% of the total voting power of all of our outstanding common stock, including the Class A common stock underlying any Pre-funded Warrants. The Britt Family has orally agreed, among other things, to publicly file notices that they are acting as a “group” for Exchange Act and NASDAQ purposes As a controlled-company no nominating committee or nominations process with independent directors is required, and as such, the Britt Family will have the power to nominate and elect a majority of the Board of Directors.  See “Description of Securities.”

Our Amended and Restated Certificate of Incorporation provides that each share of Class B common stock may be converted, at any time, into one share of Class A common stock, at the option of the holder of Class B common stock, which, if issued in the future, could result in dilution to holders of Class A common stock.

As a result of these arrangements, the Britt Family’s control of us allows them to control the outcome of corporate actions that require or may be accomplished by stockholder approval, including the election and removal of directors and transactions resulting in a change in control of the Company. For so long as the Britt Family maintains control of us, our stockholders, other than those members of the Britt Family, may be unable to affect the outcome of proposed corporate actions supported by the Britt Family, including a change in control of the Company.

The interests of the Britt Family may not be the same as ours or those of our other stockholders. For example, the Britt Family may have an interest in pursuing transactions that could enhance their investment even though such transactions might involve risks to the Company and to you. The Britt Family may also have an interest in delaying, deterring or preventing a change in control or business combination that might otherwise be beneficial to the Company and to you.

Our directors, executive officers and principal stockholders will continue to have substantial control over our company after this offering, which could limit your ability to influence the outcome of key transactions, including a change of control.

Upon completion of the this offering, our executive officers, directors and their affiliates will own approximately 3,750,000 shares of our Class A common stock, or approximately 75% of the 5,000,000 outstanding shares of our Class A common stock, based on the number of shares outstanding as of the date of this prospectus, assuming the sale of 1,250,000 Units in this offering at an assumed public offering price of $4.25 per Unit (and assuming no exercise of the underwriters’ over-allotment option). As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their Class A common stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.

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We will be a “controlled company” within the meaning of the rules of the NASDAQ and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements relating to our corporate governance committee. You will not have the same protections afforded to stockholders of other companies that are subject to such requirements.

Upon the completion of this offering, the Britt Family will have more than 50% of the voting power for the election of directors and will publicly file notices pursuant to the Exchange Act that the members of the Britt Family are acting as a group. As a result, we will qualify as a “controlled company” under the corporate governance rules for NASDAQ-listed companies. As a controlled company, certain exemptions under the NASDAQ listing standards will exempt us from the obligation to comply with certain NASDAQ corporate governance requirements, including the requirements to have a compensation committee that is composed entirely of independent directors or that we have a majority independent board.

We have elected to take advantage of this “controlled company” exemption, and the holders of our Class A common stock therefore may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for NASDAQ-listed companies. Our status as a controlled company could therefore make our Class A common stock and/or Series A Warrants less attractive to some investors or otherwise harm our stock price.

In addition, in 2012, the SEC passed final rules implementing provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 pertaining to compensation committee independence. The SEC’s rules direct each of the national securities exchanges (including NASDAQ, on which we intend to list our Class A common stock and Series A Warrants) to develop listing standards requiring, among other things, that compensation committees be composed of fully independent directors, as determined pursuant to new independence requirements.

As a “controlled company,” we will not be subject to this compensation committee independence requirement under Dodd-Frank.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.

As a public company, we will incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the SEC and the NASDAQ. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly although we are currently unable to estimate these costs with any degree of certainty. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock and/or Series A Warrants, fines, sanctions and other regulatory action and potentially civil litigation.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business, reputation and stock price.

We are not currently required to comply with SEC rules that implement Section 404 of the Sarbanes-Oxley Act, or Section 404, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. 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. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our financial statements and harm our operating results. As a public company, 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 for the first fiscal year beginning after the effective date of this offering.

When evaluating our internal controls over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404.  In addition, if we fail to achieve and maintain the adequacy of our internal controls, as

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such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude, on an ongoing basis, that we have effective internal controls over financial reporting in accordance with Section 404.  We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, we may be subject to sanctions or investigation by regulatory authorities, such as the SEC.  If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our Class A common stock and Series A Warrants.

There may not be an active, liquid trading market for our shares of Class A common stock, which may cause our Class A common stock to trade at a discount from the initial offering price and make it difficult to sell the Class A common stock that you purchase.

Prior to this offering, there has been no public market for shares of our Class A common stock. We cannot predict the extent to which investor interest in the Company will lead to the development of a trading market on NASDAQ or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any shares of our Class A common stock that you purchase. The initial public offering price of our Common Units is, or will be, determined by negotiation between us and the underwriters and may not be indicative of prices that will prevail following the completion of this offering. The market price of our Class A common stock included as part of the Units offered hereby may decline below the initial public offering price, and you may not be able to resell your Class A common stock at or above the initial public offering price, or at all.

We are not selling shares of our Class B common stock in this offering, and accordingly there will be no public market for shares of our Class B common stock.

We expect that our Class A common stock price will fluctuate significantly, and you may not be able to resell your shares of Class A common stock at or above the initial public offering price.

The trading price of our Class A common stock is likely to be volatile and subject to wide price fluctuations in response to various factors, including:

• market conditions in the broader stock market in general, or in our industry in particular;

• actual or anticipated fluctuations in our guidance, quarterly financial reports and operating results;

• our ability to satisfy our ongoing capital needs and unanticipated cash requirements;

• adverse market reaction to any indebtedness incurred or securities we may issue in the future;

• introduction of new products and services by us or our competitors;

• announcements by our competitors of acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments;

• issuance of new or changed securities analysts’ reports or recommendations;

• sales of large blocks of our stock;

• additions or departures of key personnel;

• changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business;

• adverse publicity about our industry or individual scandals;

• pandemics and epidemics;

• litigation and governmental investigations; and

• economic and political conditions or events.

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These and other factors may cause the market price and demand for our Class A common stock to fluctuate substantially, which may limit or prevent investors from readily selling their Class A common stock and may otherwise negatively affect the liquidity of our Class A common stock. In the past few years, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. 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 from our business.

Certain recent initial public offerings of companies with relatively small public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. Our Class A common stock may potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the value of our Class A common stock. 

In addition to the risks addressed above under “We expect that our Class A common stock price will fluctuate significantly, and you may not be able to resell your Class A common stock at or above the initial public offering price,” our Class A common stock may be subject to rapid and substantial price volatility. Recently, companies with comparably small public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few stockholders have on the price of our stock, which may cause our stock price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Our Class A common stock may experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A common stock. In addition, investors in shares of our Class A common stock may experience losses, which may be material, if the price of our Class A common stock declines after this offering or if such investors purchase our Class A common stock prior to any price decline.

Prior to the completion of this offering, there will have been no public trading market for our Series A Warrants. An active public trading market for the Series A Warrants may not develop, which may affect the market price and liquidity of the Series A Warrants.

The offering under this prospectus is an initial public offering of our Series A Warrants. Prior to the closing of the offering, there will have been no public market for our Series A Warrants. An active public trading market for our Series A Warrants may not develop after the completion of the offering. If an active trading market for our Series A Warrants does not develop after this offering, the market price and liquidity of our Series A Warrants may be materially and adversely affected.

The Series A Warrants are speculative in nature.

The Series A Warrants will be exercisable for five years from the date of initial issuance at an initial exercise price equal to $4.00 per share. There can be no assurance that the market price of the Class A common stock will ever equal or exceed the exercise price of the Series A Warrants. In the event that our Class A common stock price does not exceed the exercise price of the Series A Warrants during the period when the Series A Warrants are exercisable, a holder of Series A Warrants may be unable to profit from exercising such Series A Warrants before they expire.

The Series A Warrants are subject to a call feature by the Company.

The Series A Warrants will be subject to call feature at the option of the Company, (i) during the 60-day period following the issuance date, at the price of $0.001 per warrant share, provided our Class A common stock’s volume weighted average price over 10 consecutive trading days prior to the call notice is at least $8.00 (200% of the initial exercise price of the Series A Warrants), and (ii) for all other periods for which the Series A Warrants are exercisable, at the price of $0.001 per warrant share, provided our Class A common stock’s volume weighted average price over 10 consecutive trading days prior to the call notice is at least $6.00 (150% of the initial exercise price of the Series A Warrants) and subject to certain other conditions set forth in the Series A Warrants and as further described in “Description of Securities – Series A Warrants and Pre-funded Warrants to be Issued in This Offering”. Such a call feature may reduce the value of the Series A Warrants because it may result in holders no longer having an opportunity to benefit from further increases in the price of our Class A common stock.

The Series A Warrants and Pre-funded Warrants will designate the state and federal courts sitting in the City of New York, Borough of Manhattan as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of such Pre-funded Warrants, which could limit the ability of such holders to obtain a favorable judicial forum for disputes with our company.

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The Series A Warrants and Pre-funded Warrants will provide that each party to such warrants agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by such warrants (whether brought against a party thereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) will be commenced exclusively in the state and federal courts sitting in the City of New York. In addition, each party to such warrants will irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute thereunder or in connection therewith or with any transaction contemplated thereby or discussed therein, and also will irrevocably waive, and will agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Notwithstanding the foregoing, these provisions of such warrants will not limit or restrict the forum in which a holder of such warrants may bring a claim under the Securities Act or the Exchange Act. These provisions may limit the ability of a holder of such warrants to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find these provisions of such warrants inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board of Directors.

Pre-funded Warrants will not be listed or quoted on any exchange.

There is no established public trading market for the Pre-funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system, including NASDAQ. Without an active market, the liquidity of the Pre-funded Warrants will be limited.

Except as otherwise provided in the Series A Warrants and Pre-funded Warrants, holders of the Series A Warrants and Pre-funded Warrants purchased in this offering will have no rights as stockholders until such holders exercise their Series A Warrants or Pre-funded Warrants and acquire shares of our Class A common stock.

Except as otherwise provided in the Series A Warrants and Pre-funded Warrants, until holders of the Series A Warrants or Pre-funded Warrants acquire shares of our Class A common stock upon exercise of the Series A Warrants or Pre-funded Warrants, the holders of the Series A Warrants and Pre-funded Warrants will have no rights with respect to the Class A common stock underlying such Series A Warrants and Pre-funded Warrants. Upon exercise of the Series A Warrants and Pre-funded Warrants, the holders thereof will be entitled to exercise the rights of a holder of our Class A common stock only as to matters for which the record date occurs after such holder’s exercise date.

In the event that our Class A Common Stock is delisted from NASDAQ, U.S. broker-dealers may be discouraged from effecting transactions in shares of our Class A common stock because they may be considered penny stocks and thus be subject to the penny stock rules.

The SEC has adopted a number of rules to regulate “penny stock” that restricts transactions involving stock which is deemed to be penny stock. These rules may have the effect of reducing the liquidity of penny stocks. “Penny stocks” generally are equity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on NASDAQ if current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our shares of Class A common stock are initially being offered at less than $5.00 per share. If deemed a penny stock, the additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in shares of our Class A common stock, which could severely limit the market liquidity of such shares of Class A common stock and impede their sale in the secondary market.

A U.S. broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with a net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the “penny stock” regulations require the U.S. broker-dealer to deliver, prior to any transaction involving a “penny stock,” a disclosure schedule prepared in accordance with SEC standards relating to the “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt. A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer and the registered representative and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price information with respect to the “penny stock” held in a customer’s account and information with respect to the limited market in “penny stocks.”

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Stockholders should be aware that, according to the SEC, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our Class A common stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.

Future sales or transfers, or the perception of future sales or transfers, by us or our existing stockholders, in the public market following this offering could cause the market price of our Class A common stock to decline.

If our existing stockholders sell substantial amounts of our Class A common stock in the public market following this offering, the market price of our Class A common stock could decrease significantly. The perception in the public market that our existing stockholders might sell shares of Class A common stock could also depress our market price. Upon completion of this offering, we will have 5,000,000 shares of Class A common stock outstanding and 0 shares of Class B common stock outstanding (assuming no exercise of the underwriters’ over-allotment option or the exercise of any Series A Warrants, but assuming the exercise of any Pre-funded Warrants). All of the shares of Class A common stock and the Series A Warrants sold in this offering, plus any additional shares of Class A common stock and/or Series A Warrants sold upon exercise of the underwriters’ over-allotment option, will be freely tradable, except that any Class A common stock and/or Series A Warrants purchased by “affiliates” (as that term is defined in Rule 144 under the Securities Act) may be sold only in compliance with the limitations described under “Shares Eligible for Future Sale.”

Taking into consideration the effect of the lock-up agreements described below and the provisions of Rule 144 and Rule 701 under the Securities Act, the remaining shares of our Class A common stock and/or Series A Warrants will be available for sale in the public market as follows:

• shares of Class A common stock and/or Series A Warrants will be eligible for sale on the date of this prospectus; and

• shares of Class A common stock and/or Series A Warrants will be eligible for sale upon the expiration of the lock-up agreements described below.

We, our directors and executive officers, and certain holders of our outstanding Class A common stock will enter into lock-up agreements in connection with this offering. The lock-up agreements expire 180 days after the closing date of this offering, subject to extension upon the occurrence of specified events. EF Hutton may, in its sole discretion and at any time without notice, release all or any portion of the securities subject to lock up agreements.

In addition, upon the closing of this offering, we will have an aggregate of up to 5,000,000 shares of Class A common stock reserved for future issuances under our 2022 Equity Incentive Plan (which excludes the 2,500,000 options to purchase shares of Class A common stock issued to Kevin Britt under the Incentive Stock Option Milestone Grant filed as Exhibit 10.8 to the registration statement of which this prospectus forms a part). We intend to file one or more registration statements on Form S-8 under the Securities Act to register all of the Class A common stock subject to outstanding equity awards, as well as stock options and shares reserved for future issuance, under our 2022 Equity Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market, subject in the case of shares held by our affiliates to volume limits under Rule 144 and any applicable lock-up period.

After requisite holding periods have lapsed additional shares of Class A common stock will be eligible for sale in the public market. The market price of our Class A common stock may drop significantly when the restrictions on resale by our existing stockholders lapse. A decline in the price of our Class A common stock might impede our ability to raise capital through the issuance of additional shares of Class A common stock or other equity or equity-linked securities.

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Some provisions of Delaware law and our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws that will be in effect at the closing of this offering could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our Class A common stock.

We have elected to be governed by Section 203 of the Delaware General Corporation Law (“DGCL”), an anti-takeover law, which we refer to as “Section 203.” This law prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

•prior to the date of the transaction, the Board of Directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; 

•upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or 

•on or subsequent to the date of the transaction, the business combination is approved by our Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. 

Section 203 defines “business combination” to include: any merger or consolidation involving us and the interested stockholder; any sale, transfer, pledge or other disposition of 10% or more of our assets involving the interested stockholder; in general, any transaction that results in the issuance or transfer by us of any of our stock to the interested stockholder; or the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through us. In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any such entity or person. A Delaware corporation may opt out of this provision by express provision in its original certificate of incorporation or by amendment to its certificate of incorporation or bylaws approved by its stockholders. We have opted to be governed by this provision and, accordingly, we will be subject to any anti-takeover effects of Section 203.

Upon the closing of this offering, our status as a Delaware corporation and the anti-takeover provisions of the DGCL may discourage, delay or prevent a change in control even if a change in control would be beneficial to our stockholders.

In addition, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws that will be in effect upon the closing of this offering will contain provisions that may make the acquisition of the company more difficult, including the following:

• a dual class common stock structure, which provides the holders of Class B common stock, if any, with the ability to control the outcome of matters requiring stockholder approval, even if the holders of Class B common stock own significantly less than a majority of the shares of our outstanding common stock;

• do not provide for cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors;

• provide that special meetings of stockholders may be called only by the Board of Directors and the chief executive officer, and by our stockholders only if holders of at least ten percent of all votes entitled to be cast on the proposed issue submit a written demand in accordance with the DGCL and the other provisions of our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws;

• establish advance notice procedures for the nomination of candidates for election as directors or for proposing matters that can be acted upon at stockholder meetings; and

• authorize undesignated preferred stock, the terms of which may be established and shares of which may be issued by our Board of Directors without stockholder approval.

These provisions could have the effect of discouraging, delaying or preventing a transaction involving a change in control of the company. These provisions could also have the effect of discouraging proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions that you desire.

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Limitation on Director’s Liability

Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws will provide for indemnification of our directors to the fullest extent permitted by the DGCL. The DGCL permits a corporation to limit or eliminate a director’s personal liability to the corporation or the holders of its capital stock for breach of duty. This limitation is generally unavailable for acts or omissions by a director which (i) were in bad faith, (ii) were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (iii) involved a financial profit or other advantage to which such director was not legally entitled. The DGCL also prohibits limitations on director liability for acts or omissions which resulted in a violation of a statute prohibiting certain dividend declarations, certain payments to stockholders after dissolution and particular types of loans. The effect of these provisions is to eliminate the rights of our Company and our stockholders (through stockholders’ derivative suits on behalf of our Company) to recover monetary damages against a director for breach of fiduciary duty as a director (including breaches resulting from grossly negligent behavior), except in the situations described above. These provisions will not limit the liability of directors under the federal securities laws of the United States.

Choice of Forum

Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended, provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or employees to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws or (v) any action asserting a claim against us that is governed by the internal affairs doctrine. Furthermore, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended, provide that in the event the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended, described in the preceding sentence. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. There is uncertainty as to the enforceability of such exclusive forum provisions with respect to certain matters arising under the federal securities laws, and if a court were to find these provisions of our Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, as amended, inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

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Special Provisions Regarding our Class B Common Stock

The holders of record of the shares of Class B common stock, exclusively and as a separate class, shall, if and when outstanding, be entitled to elect two directors to our Board of Directors (“Class B Directors”). Any Class B Director may be removed without cause by, and only by, the affirmative vote of the holders of eighty percent (80%) of the shares of Class B common stock exclusively and as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders.

At any time when shares of Class B common stock are outstanding, we may not, without the affirmative vote of all of the Class B Directors:

• Amend, alter or otherwise change the rights, preferences or privileges of the Class B common stock, or amend, alter or repeal any provision of our Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws in a manner that adversely affects the powers, preferences or rights of the Class B common stock.

• Liquidate, dissolve or wind-up our business, effect any merger or consolidation or any other deemed liquidation event or consent to any of the foregoing.

• Create, or authorize the creation of, or issue or issue additional shares of Class B common stock or increase the authorized number of shares of any additional class or series of capital stock.

• Increase or decrease the authorized number of directors constituting the Board of Directors.

• Hire, terminate, change the compensation of, or amend the employment agreements of, our executive officers.

• Purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of our capital stock.

• Create, or authorize the creation of, or issue, or authorize the issuance of any debt security, if our aggregate indebtedness for borrowed money following such action would exceed $100,000, or guarantee, any indebtedness except for our own trade accounts arising in the ordinary course of business.

• Make, or permit any subsidiary to make, any loan or advance outside of the ordinary course of business to any employee or director.

• Create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by us or permit any direct or indirect subsidiary to sell, lease, or otherwise dispose of all or substantially all of the assets of any subsidiary.

• Change our principal business, enter new lines of business, or exit the current line of business.

• Enter into any agreement involving the payment, contribution, or assignment by us or to us of money or assets greater than $100,000.

• Enter into or be a party to any transaction outside of the ordinary course of business with any our directors, officers, or employees or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person or entity.

• Acquire, by merger, stock purchase, asset purchase or otherwise, any material assets or securities of any other corporation, partnership or other entity.

Undesignated Preferred Stock

Our Board of Directors is authorized to issue, without stockholder approval, preferred stock with such terms as our Board of Directors may determine. The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of the Company.

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Investors in this offering will experience immediate and substantial dilution.

You will incur immediate and substantial dilution as a result of this offering. The initial public offering price of our Class A common stock will be substantially higher than the pro forma net tangible book value per share of the outstanding Class A common stock immediately after this offering. Based on an initial public offering price of $4.25 per Common Unit and our net tangible book value of ($0.00) per share and $0.95 as adjusted per share after this offering, as of September 30, 2023, if you purchase our Class A common stock in this offering you will pay more for your shares than the amounts paid by our existing stockholders for their shares and you will suffer immediate dilution of approximately $3.30 per share in pro forma net tangible book value (without assigning any value to the Series A Warrants). See “Dilution.” As a result of such dilution, investors purchasing Units and the underlying securities in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation.

You may be diluted by the future issuance of additional Class A common stock in connection with our incentive plans, acquisitions or otherwise.

After this offering we will have approximately 5,000,000 shares of Class A common stock authorized and unissued under the 2022 Equity Incentive Plan. Our Amended and Restated Certificate of Incorporation will authorize us to issue these shares of Class A common stock and options relating to Class A common stock for the consideration and on the terms and conditions established by our Board of Directors in its sole discretion, whether in connection with acquisitions or otherwise. We have reserved a total of 7,500,000 shares of Class A common stock for issuance under our 2022 Equity Incentive Plan, with 2,500,000 issued in connection with the Incentive Stock Option Milestone Grant issued to Kevin Britt and filed as Exhibit 10.8 to the registration statement of which this prospectus forms a part. See “Executive Compensation—2022 Equity Incentive Plan.” Any Class A common stock that we issue, including under our 2022 Equity Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering.

You may be diluted by the future exercises of the Series A Warrants.

After this offering there will be 2,500,000 Series A Warrants (assuming no exercise of the underwriters’ over-allotment option), each exercisable for one share of Class A common stock at an exercise price of $4.00 per share. Any Class A common stock that we issue as a result of exercise of the Series A Warrants would dilute the percentage ownership held by the holders of Class A common stock.

We will have broad discretion in using the net proceeds of this offering, and we may not effectively expend the proceeds.

We intend to use the net proceeds of this offering for general corporate purposes, including expansion of our current service lines into additional states, entry into, development and enhancement of a storage facility segments, enlarging our cross-border services into Canada, potential acquisitions, repayment of indebtedness and capital expenditures. We will have significant flexibility and broad discretion in applying the net proceeds of this offering and we may not apply the net proceeds of this offering effectively. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering. See “Use of Proceeds.”

We do not anticipate paying any cash dividends on our Class A common stock in the foreseeable future and, as a result, capital appreciation, if any, of our Class A common stock will be your sole source of gain for the foreseeable future.

We have never declared or paid cash dividends on our Class A common stock and we do not anticipate paying any cash dividends on our Class A common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. In addition, any future loan arrangements we enter into may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our Class A common stock. As a result, capital appreciation, if any, of our Class A common stock offered hereby will be your sole source of gain for the foreseeable future.

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Our business and stock price may suffer as a result of our lack of public company operating experience.

We have been a privately-held company since we began operations in 2013. Our lack of public company operating experience may make it difficult to forecast and evaluate our future prospects. If we are unable to execute our business strategy, either as a result of our inability to effectively manage our business in a public company environment or for any other reason, our prospects, financial condition and operating results may be harmed.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

The trading market for our Class A common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts ceases coverage of us or fail to publish reports on us regularly, we could lose visibility in the market, which in turn could cause the stock price or trading volume of our Class A common stock to decline.

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. We may remain an emerging growth company until as late as December 2030 (the fiscal year-end following the fifth anniversary of the completion of our initial public offering), though we may cease to be an emerging growth company earlier under certain circumstances, including (1) if the market value of our common stock that is held by non-affiliates exceeds $700,000,000 as of any June 30, in which case we would cease to be an emerging growth company as of the following December 31, or (2) if our gross revenue exceeds $1.235 billion in any fiscal year. Emerging growth companies may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Investors could find our common stock less attractive because we may rely on these exemptions. 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.

In addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Because we have elected to use the extended transition period for complying with new or revised accounting standards for an emerging growth company our financial statements may not be comparable to companies that comply with public company effective dates.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates, and thus investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements that reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements are included throughout this prospectus, including in the sections titled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operating” and “Business” and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology.

These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, many of which are beyond our control. We believe that these factors include but are not limited to those described under “Risk Factors.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by us in this prospectus speaks only as of the date of this prospectus. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. 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, investments or other strategic transactions we may make. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

MARKET AND INDUSTRY DATA

We use market data and industry forecasts and projections throughout this prospectus, and in particular in the section titled “Business.” We have obtained the market data from certain publicly available sources of information, including publicly available independent industry publications and other third-party sources. IBIS World, Berkshire Select’s Anything Research, and Infiniti Research’s Technavio were the primary independent sources of market data. Unless otherwise indicated, statements in this prospectus concerning our industry and the markets in which we operate, including our general expectations and competitive position, business opportunity and market size, growth and share, are based on data from our internal research and management estimates and, where indicated, information from independent industry organizations and other third-party sources (including industry publications, surveys and forecasts). Forecasts are based on industry surveys and the preparer’s expertise in the industry and there is no assurance that any of the forecasted amounts will be achieved. We believe the data that third parties have compiled is reliable, but we have not independently verified the accuracy of this information. Any forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. Forecasts, assumptions, expectations, beliefs, estimates and projections involve risks and uncertainties and are subject to change based on various factors, including those described under the headings “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”

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TRADEMARKS, SERVICE MARKS AND TRADE NAMES

Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ^® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others, which, to our knowledge, are the property of their respective owners. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering (excluding the exercise of any Series A Warrants and Underwriter Warrants or the exercise of the underwriters’ over-allotment option, but assuming the exercise of any Pre-funded Warrants) will be approximately $4,221,087, or approximately $4,949,993 if the underwriters exercise the over-allotment option in full, at an initial public offering price of $4.25 per Common Unit, after deducting estimated underwriting discounts and commissions and estimated offering expenses of $613,288 payable by us.

We intend to use the net proceeds of this offering (excluding the exercise of any Series A Warrants and Underwriter Warrants or the exercise of the underwriters’ over-allotment option, but assuming the exercise of any Pre-funded Warrants) as follows: (i) approximately 27%, or $1.1 million, for general corporate purposes, including working capital, (ii) approximately 22%, or $.9 million, dedicated to the expansion of our current service lines into additional states and enlarging our cross-border services into Canada, (iii) approximately 33%, or $1.4 million, towards the entry into, development and enhancement of, the storage facility segment, which may include potential acquisitions of existing facilities, (iv) approximately 4%, or $0.2 million, towards the repayment of indebtedness, and (v) approximately 14%, or $0.6 million, towards capital expenditures related to increasing of our vehicle fleet and other tooling. Any additional capital needed for capital expenditures related to the increasing of our vehicle fleet and for capital needed for our storage facility segment will be obtained from bank financing. Repayment of indebtedness is for trade payables, with no specific payment terms. For additional information on the Company’s indebtedness, please refer to “Debt” under “Liquidity and Capital Resources” within the “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” section.  

Each $1.00 increase (decrease) in the initial public offering of $4.25 per Common Unit, would increase (decrease) our net proceeds by approximately $1.15 million, assuming the number of Units 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 (decrease) of 500,000 in the number of Units from the expected number of Units to be sold by us in this offering, assuming no change in the initial offering price of $4.25 per Common Unit, would increase (decrease) our net proceeds from this offering by $1.84 million.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2023:

• on an actual basis;

• on an as adjusted basis to give effect to the issuance and sale of 1,250,000 Units by us in the offering at an initial public offering price of $4.25 per Common Unit, the application of the net proceeds of the offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, as set forth under “Use of Proceeds.”

This table should be read in conjunction with “Prospectus Summary—Summary Historical Financial and Other Data,” “Use of Proceeds,” “Selected Historical Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes thereto included elsewhere in this prospectus.

	Actual	Pro forma(1)	As Adjusted(3)
Cash and cash equivalents	$803,169	$803,169	$5,024,256
Short term notes payable – current portion	$77,871	$77,871	$77,871
Long-term liabilities	523,307	523,307	523,307
Stockholders’ equity:
Common stock, Class A	375	375	500
Common stock, Class B	-	-	-
Additional paid-in capital	559,861	559,861	4,780,948
Retained earnings (accumulated deficit)	(28,965)	(28,965)	(28,965)
Total stockholders’ equity	531,271	531,271	4,752,358
Total capitalization	$531,271	$531,271	$4,752,358

(1)Pro forma earnings per share information for the nine months ended September 30, 2023 and for the fiscal year ended December 31, 2022 reflecting the repurchase of 1,500,000 shares of Class B common stock, is as follows: 

	For the Nine Months Ended September 30, 2023	For the Year Ended December 31, 2022
	(unaudited)	(audited)
Net (loss)	$(96,338)	$(268,719)
Basic and diluted net (loss) per share of common stock	$(0.03)	$(0.07)
Weighted-average number of shares of common stock used in computing basic and diluted per share of common stock amounts	3,750,000	3,750,000

(2)Each $1.00 increase (decrease) in the initial public offering price of $4.25 per Common Unit would increase (decrease) additional paid-in capital, total stockholders’ investment and total capitalization by $1.15 million, assuming the number of Units offered by us remains the same as set forth on the cover page of this prospectus and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 500,000 Units from the expected number of Units to be sold by us in this offering, assuming no change in the initial public offering price of $4.25 per Common Unit, would increase (decrease) additional paid-in capital, total stockholders’ investment and total capitalization by approximately $1.84 million after deducting the estimated underwriting discount and commissions and estimated offering expenses payable by us. Any use of proceeds to pay indebtedness is to pay for trade payables for services rendered (i.e. auditors and legal fees), whereby the debt payments are non-related party debt. 

(3)Unless otherwise indicated, all information in this prospectus does not assume or give effect to the: 

·exercise of the underwriters’ over-allotment option;  

·exercise of any Series A Warrants; or 

·exercise of the Underwriter Warrants. 

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DIVIDEND POLICY

The declaration and payment of dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend on many factors, including our financial condition, earnings, legal requirements and any debt agreements we are then party to and other factors that our Board of Directors deems relevant. Our Amended and Restated Certificate of Incorporation provides that holders of our Class A common stock and holders of our Class B common stock will be treated equally and ratably on a per share basis with respect to any such dividends, unless disparate treatment is approved in advance by the vote of the holders of a majority of the outstanding shares of our Class A common stock and Class B common stock, each voting as a separate group.

DILUTION

If you purchase Units in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per Common Unit (assuming the exercise of any Pre-funded Warrants sold in this offering, and without assigning any value to the Series A Warrants) and the as adjusted net tangible book value per share of our common stock immediately after this offering and the use of proceeds therefrom.

Our net tangible book value as of September 30, 2023 was approximately ($8,443), or ($0.00) per share of our common stock. Net tangible book value per share represents the amount of our total tangible assets, less the amount of our deferred offering costs and our total liabilities, divided by the aggregate number of shares of common stock outstanding.

After giving pro forma effect to the sale by us of the Common Units in this offering, at an initial public offering price of $4.25 per Common Unit, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and the receipt and application of the net proceeds, as set forth under “Use of Proceeds,” our as adjusted net tangible book value as of September 30, 2023, would have been $4,752,358 or $0.95 per share. This amount represents an immediate increase in net tangible book value to existing stockholders of $0.95 per share and an immediate dilution to new investors purchasing shares in this offering of $3.30 per share. Dilution per share represents the difference between the price per share to be paid by new investors for shares of Class A common stock sold in this offering and the net tangible book value per share immediately after this offering. The following table illustrates this per share dilution assuming the underwriters do not exercise its over-allotment option:

Initial public offering price per Common Unit			$	4.25
Net tangible book value per share as of September 30, 2023	$	(0.00)
Increase in net tangible book value per share attributable to the offering	$	0.95
As adjusted net tangible book value per share after the offering			$	0.95
Dilution per share to new investors			$	(3.30)

Each $1.00 increase (decrease) in the initial public offering price of $4.25 per Common Unit would increase (decrease) the net proceeds to us by approximately $1.15 million, assuming that the number of Units 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.

The as adjusted information discussed above is illustrative only and will change based on the actual initial public offering rice, number of Units and other terms of this offering determined at pricing.

If the underwriters exercise the over-allotment option, in full, to purchase additional shares of Class A common stock and/or Pre-funded Warrants and Series A Warrants in this offering at the initial public offering price of $4.25 per Common Unit, and assuming the number of Units 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, the as adjusted net tangible book value would be approximately $0.95 per share, and the dilution in as adjusted net tangible book value per share to investors in this offering would be approximately $3.30 per share.

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The following table sets forth, on an as adjusted basis as of September 30, 2023, the differences between the number of shares of Class A common stock purchased from us, the total consideration paid to us, or to be paid, and the average price per share paid, or to be paid, by existing stockholders and by the new investors. As the table shows, new investors purchasing in this offering will pay an average price per share substantially higher than our existing stockholders paid. The table below uses the initial public offering price of $4.25 per Common Unit, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

						Average
	Shares Purchased		Total Consideration			Price Per
	Number	Percent	Amount		Percent	Share
Existing stockholders	3,750,000	75%	$	531,271	9.1%	$	0.14
New investors(1)	1,250,000	25%		5,312,500	90.9%	$	4.25
Total	5,000,000	100%	$	5,843,771	100%

(1) Does not reflect any shares of Class A common stock and/or Pre-funded Warrants that may be purchased by new investors from us pursuant to the underwriters’ exercise of the over-allotment option but does assume the exercise of Pre-funded Warrants. This does not assume the exercise of any Series A Warrants or the Underwriter Warrants.

A $1.00 increase or decrease in the initial public offering price of $4.25 per Common Unit, would increase (decrease) total consideration paid to us by new investors and total consideration paid to us by all stockholders by approximately $1.15 million. An increase (decrease) of 500,000 in the number of Units offered by us would increase (decrease) total consideration paid by new investors and price per share paid by all stockholders by $1.84 million.

To the extent that we grant options to our employees in the future and those options are exercised, the Series A Warrants or Underwriter Warrants are exercised, or other issuances of Class A common stock are made, there will be further dilution to new investors.

42

SELECTED HISTORICAL FINANCIAL AND OTHER DATA

The following tables present our selected historical financial and other data as of and for the periods indicated. We have derived the selected balance sheet data for the period ending September 30, 2023 and the years ended December 31, 2022 and 2021 and the statement of operations data for the period ending September 30, 2023 and the years ended December 31, 2022 and 2021, from the audited financial statements included elsewhere in this prospectus.

You should read the following selected financial and other data together with the sections of this prospectus titled “Prospectus Summary—Summary Historical Financial and Other Data,” “Use of Proceeds,” “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes thereto included elsewhere in this prospectus.

Balance Sheet

	As of September 30, 2023	As of December 31, 2022	As of December 31, 2021
Assets:	(unaudited)	(audited)	(audited)
Current assets
Cash and cash equivalents	$803,169	$430,180	$866,922
Accounts receivable, net	78,654	82,400	271,585
Prepaid expenses and other current assets	16,785	24,808	45,149
Total current assets	898,608	537,388	1,183,656
Deferred offering costs	539,714	484,574	209,895
Property and equipment, net	380,291	458,970	405,538
Right of use asset	661,764	860,990	-
Total assets	$2,480,377	$2,341,922	$1,799,089
Liabilities and Stockholders' Equity:
Current liabilities
Accounts payable	$328,192	$279,802	$91,699
Accrued liabilities	750,415	586,322	207,073
Right of use liabilities	269,321	264,223	-
Notes payable, current portion	77,871	66,395	970,000
Total current liabilities	1,425,799	1,196,742	1,268,772
Long term liabilities
Notes payable, net of current portion	122,941	184,670	90,000
Right of use liabilities, net of current portion	392,443	596,767	-
Deferred tax liabilities	7,923	7,923	103,700
Total liabilities	1,949,106	1,986,102	1,462,472
Commitments and contingencies
Stockholders' Equity:
Class A common stock, $0.0001 par value, 48,000,000 shares authorized; 3,750,000 issued and outstanding at September 30, 2023 and December 31, 2022 and 2021	375	375	375
Class B common stock, $0.0001 par value, 2,000,000 shares, zero and 1,500,000 issued and outstanding at September 30, 2023 and December 31, 2022 and 2021, respectively	-	150	150
Additional paid-in capital	559,861	287,922	-
Retained earnings (accumulated deficit)	(28,965)	67,373	336,092
Total stockholders' equity	531,271	355,820	336,617
Total liabilities and stockholders' equity	$2,480,377	$2,341,922	$1,799,089

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Income Statement

	For the Three Months Ended September 30, 2023	For the Three Months Ended September 30, 2022	For the Nine Months Ended September 30, 2023	For the Nine Months Ended September 30, 2022	For the Year Ended December 31, 2022	For the Year Ended December 31, 2021
	(unaudited)	(unaudited)	(unaudited)	(unaudited)	(audited)	(audited)
Revenue, net	$1,271,225	$1,667,496	$3,585,184	$3,934,578	$4,779,512	$4,979,856
Cost of revenues	632,526	875,355	1,775,865	1,987,822	2,465,778	2,325,892
Gross profit	638,699	792,141	1,809,319	1,946,756	2,313,734	2,653,964
Operating expenses:
Sales and marketing	81,538	138,334	247,421	453,676	535,197	539,265
General and administrative expenses	590,100	550,426	1,640,693	1,261,783	2,020,317	880,864
Total operating expenses	671,638	688,760	1,888,114	1,715,459	2,555,514	1,420,129
Income (loss) from operations	(32,939)	103,381	(78,795)	231,297	(241,780)	1,233,835
Other income (expense):
Interest expense	(1,562)	(14,229)	(5,818)	(43,691)	(52,211)	(16,931)
Forgiveness of debt	-	-	-	-	-	43,610
Other income (expense), net	3,701	1,532	5,615	6,123	7,063	22,763
Total other income (expense), net	2,139	(12,697)	(203)	(37,568)	(45,148)	49,442
Income (loss) before provision (benefit) for income taxes	(30,800)	90,684	(78,998)	193,729	(286,928)	1,283,277
Provision (benefit) for income taxes	6,774	39,335	17,340	114,939	(18,209)	228,268
Net income (loss)	$(37,574)	$51,349	$(96,338)	$78,790	$(268,719)	$1,055,009
Basic and diluted net income (loss) per share of common stock	$(0.01)	$0.01	$(0.03)	$0.02	$(0.05)	$0.20
Weighted-average number of shares of common stock used in computing basic and diluted per share of common stock amounts	3,750,000	5,250,000	3,750,000	5,250,000	5,250,000	5,250,000

44

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with “Prospectus Summary—Summary Historical Financial and Other Data,” “Selected Historical Financial and Other Data” and financial statements and related notes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of this prospectus. Actual results could differ materially from the results discussed in any forward-looking statements. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Overview

Elate Moving, LLC was formed on March 22, 2013 with the intent of building a high-touch, best-in-class moving and storage company that would provide domestic concierge services and international relocation solutions for residential, commercial and government clients in the U.S. and Canada. We believe we have developed a differentiated business model that is difficult to replicate and a breadth of complementary service offerings. Our highly nimble and balanced business model combines asset-based moving services with asset-light logistics and concierge service offerings, enabling us to serve the range of our customers’ moving, relocation and storage needs.

As we continue to expand our current services and look to increase our footprint in the storage segment, our results of operations are impacted by market demands, workforce capacity and wage costs, and traditional seasonality ebbs and flows.

The Jumpstart Our Business Startups Act, or the JOBS Act, was signed into law on April 5, 2012. As permitted under Section 102(b)(1) of this Act, the Company has elected to use the extended transition period for complying with new or revised accounting standards. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, the Company’s financial statements may not be comparable to those of companies that comply with public company effective dates.

Factors Affecting Our Company and Results of Operations

Market Demand

Our results of operations are affected by industry-wide economic factors, general economic conditions, seasonal moving patterns and our capacity. The industry in which we operate is impacted by demand for moving and storage of personal, antique and commercial belongings, for residential moves to corporate and governmental relocations. Our results of operations depend on our ability to efficiently manage our resources to provide superior solutions to our customers. These factors impact our decisions in areas such as allocating capital to driver wages, additional storage capabilities, and vehicle acquisitions and upkeep.

Workforce Capacity and Wage Cost

We recognize that our workforce is one of our most valuable assets. At times, there are workforce shortages in the industry as customer moving demands increase. Changes in the demographic composition of the workforce, alternative employment opportunities that become available in the economy, increasing the wages our workforce requires, and individual drivers’ personal needs can affect availability of experienced individuals.

Seasonality

In our industry, results of operations generally show a seasonal pattern. As our customers tend to be more active in the spring and summer months – our second and third quarters – due to a variety of factors, including schools being out of session. As schools restart near the end of our third fiscal quarter, and the holiday season approaches, our customers tend to delay relocating and our fourth quarter tends to be a slightly lower quarter.

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Results of Operations

The following table sets forth, for the periods indicated, our results of operations for the three and nine months ended September 30, 2023 and 2022 and for the years ended December 31, 2022 and 2021:

	For the Three Months Ended September 30, 2023	For the Three Months Ended September 30, 2022	For the Nine Months Ended September 30, 2023	For the Nine Months Ended September 30, 2022	For the Year Ended December 31, 2022	For the Year Ended December 31, 2021
	(unaudited)	(unaudited)	(unaudited)	(unaudited)	(audited)	(audited)
Revenue, net	$1,271,225	$1,667,496	$3,585,184	$3,934,578	$4,779,512	$4,979,856
Cost of revenues	632,526	875,355	1,775,865	1,987,822	2,465,778	2,325,892
Gross profit	638,699	792,141	1,809,319	1,946,756	2,313,734	2,653,964
Operating expenses:
Sales and marketing	81,538	138,334	247,421	453,676	535,197	539,265
General and administrative expenses	590,100	550,426	1,640,693	1,261,783	2,020,317	880,864
Total operating expenses	671,638	688,760	1,888,114	1,715,459	2,555,514	1,420,129
Income (loss) from operations	(32,939)	103,381	(78,795)	231,297	(241,780)	1,233,835
Other income (expense):
Interest expense	(1,562)	(14,229)	(5,818)	(43,691)	(52,211)	(16,931)
Forgiveness of debt	-	-	-	-	-	43,610
Other income (expense), net	3,701	1,532	5,615	6,123	7,063	22,763
Total other income (expense), net	2,139	(12,697)	(203)	(37,568)	(45,148)	49,442
Income (loss) before provision (benefit) for income taxes	(30,800)	90,684	(78,998)	193,729	(286,928)	1,283,277
Provision (benefit) for income taxes	6,774	39,335	17,340	114,939	(18,209)	228,268
Net income (loss)	$(37,574)	$51,349	$(96,338)	$78,790	$(268,719)	$1,055,009
Basic and diluted net income (loss) per share of common stock	$(0.01)	$0.01	$(0.03)	$0.02	$(0.05)	$0.20
Weighted-average number of shares of common stock used in computing basic and diluted per share of common stock amounts	3,750,000	5,250,000	3,750,000	5,250,000	5,250,000	5,250,000

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The following table sets forth, for the periods indicated, items in our Statement of Operations as a percentage of operating revenue:

	For the Three Months Ended September 30, 2023	For the Three Months Ended September 30, 2022	For the Nine Months Ended September 30, 2023	For the   Nine Months Ended September 30, 2022	For the Year Ended December 31, 2022	For the Year Ended December 31, 2021
	(unaudited)	(unaudited)	(unaudited)	(unaudited)	(audited)	(audited)
Revenue, net	100%	100%	100%	100%	100%	100%
Cost of revenues	50%	52%	50%	51%	52%	47%
Gross profit	50%	48%	50%	49%	48%	53%
Operating expenses:
Sales and marketing	6%	8%	7%	12%	11%	11%
General and administrative expenses	46%	33%	46%	32%	42%	17%
Total operating expenses	52%	41%	53%	44%	53%	28%
Income (loss) from operations	-2%	7%	-3%	5%	-5%	25%
Other income (expense):
Interest expense	0%	-1%	0%	-1%	-1%	0%
Forgiveness of debt	0%	0%	0%	0%	0%	1%
Other income (expense), net	0%	0%	0%	0%	0%	0%
Total other income (expense), net	0%	-1%	0%	-1%	-1%	1%
Income (loss) before provision (benefit) for income taxes	-2%	6%	-3%	4%	-6%	26%
Provision for (benefit from) income taxes	1%	2%	0%	3%	0%	5%
Net income (loss)	-3%	4%	-3%	1%	-6%	21%

Twelve Months Ended December 31, 2022 Compared to Twelve Months Ended December 31, 2021

Net Income (loss)

Net loss for the twelve months ended December 31, 2022 was $0.27 million, a decrease of approximately $1.3 million, compared to the same twelve-month period in 2021, primarily due to an increase in operating costs which included, higher fuel, referral fees, depreciation expense, salaries, stock-based compensation expense and other variable costs as well as an increase in professional and regulatory filing fees in preparation of public company filings. See below for additional variables.

Revenue

Operating revenue for the twelve months ended December 31, 2022 was $4.8 million, a decrease of $0.2 million, or approximately 4%, compared to $4.98 million for the same twelve-month period in 2021. The revenue decrease was minimal during the period.

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Cost of Revenues

Our cost of revenues for the twelve months ended December 31, 2022 were $2.47 million compared to $2.3 million for the same twelve-month period in 2021, an increase of approximately $140,000 or 6%. Key cost of revenue items are described below.

• Courier services and packing supplies for the twelve months ended December 31, 2022 increased by approximately $2,700, or 0.7%, compared to the same twelve-month period in 2021. The increase was negligible. Courier services and packing supplies represented 15% of our cost of revenues for the twelve months ended December 31, 2022 and 15.5% of our cost of revenues for the twelve months ended December 31, 2021, which had a negligible impact on our gross margins.

• Rent expense, including allocated facility rent, storage rent, and equipment rental, for the twelve months ended December 31, 2022 decreased approximately $115,700, or 22.7%, compared to the same twelve-month period in 2021. The decrease was primarily due to reduced storage facilities costs. Rent expense represented 16% of our cost of revenues for the twelve months ended December 31, 2022 compared to 22.1% of our cost of revenues for the twelve months ended December 31, 2021, which had a favorable impact on our gross margins.

• Vehicle related expenses, including fuel, insurance, repairs, registration fees, truck & auto lease, depreciation and tolls for the twelve months ended December 31, 2022 increased approximately $59,700, or 9.4%, compared to the same twelve-month period in 2021. The increase was due to increased fuel costs and auto leases. Vehicle related expenses represented 29% of our cost of revenues for the twelve months ended December 31, 2022 compared to 29% in the twelve months ended December 31, 2021, which had a negative impact on our gross margins.

• Movers, drivers and packer salaries and related payroll expenses, including salaries, payroll taxes and workers compensation insurance for the twelve months ended December 31, 2022 increased approximately $85,100, or 13%, compared to the same twelve-month period in 2021. The increase was due to increased labor costs associated with the types of moving projects requiring additional labor. Payroll related expenses represented 30% of our cost of revenues for the twelve months ended December 31, 2022 compared to 27.7% in the twelve months ended December 31, 2021, which had a negative impact on our gross margins.

• Other cost of revenues expenses, including shipping, freight, carpentry services, travel expenses for drivers, fleet tracking and small tools account for the remaining cost of revenues for the twelve months ended December 31, 2022 increased approximately $108,200, or 81%, compared to the same twelve-month period in 2021. The increase in the twelve months ended December 31, 2022 was primarily due to increased travel expenses for drivers due to more long-distance moves. Other cost of revenue expense represented 10% of our cost of revenues for the twelve months ended December 31, 2022 compared to 5.7% of our cost of revenues for the twelve months ended December 31, 2021, which had a negative impact on our gross margins.

Operating Expenses

Our operating expenses for the twelve months ended December 31, 2022 were $2.55 million compared to $1.42 million for the same twelve-month period in 2021, an increase of $1.13 million or 80%. Key expense items are described below.

• Salaries, wages, payroll taxes and benefits, including stock-based compensation expense for the twelve months ended December 31, 2022 increased by approximately $868,400, or 259%, compared to the same twelve-month period in 2021. The increase in salaries, wages, payroll taxes and benefits, including stock-based compensation expense, was due to additional employees, management salaries and stock option expense for our CEO. Also, we had stock-based compensation expense in 2022, with none in 2021. Salaries, wages, payroll taxes and benefits, including stock-based compensation expense represented 47% of our operating expenses for the twelve months ended December 31, 2022 and 23.6% of our operating expenses for the twelve months ended December 31, 2021.

• Postage and printing expenses for the twelve months ended December 31, 2022 decreased by approximately $123,400, or 52% compared to the same twelve-month period in 2021. The decrease in postage and printing expenses was primarily due to a reduction in our direct mailing program due to the increase in referrals from existing customers as well as additional awareness through our growing reputation. Postage and printing expenses represented 4.4% of our operating expenses for the twelve months ended December 31, 2022 and 16.6% of our operating expenses for the twelve months ended December 31, 2021.

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• Rent expense, property taxes, non-vehicle insurance and office expenses, for the twelve months ended December 31, 2022 increased by approximately $129,900, or 49%, compared to the same twelve-month period in 2021. The increase was primarily due an increase in office and rent expenses during the like period. Rent expense, property taxes and office expenses represented 15.4% of our operating expenses for the twelve months ended December 31, 2022 compared to 18.5% of our operating expenses for the twelve months ended December 31, 2021.

• Advertising, promotion and referral fees for the twelve months ended December 31, 2022 decreased by approximately $56,700, or 12%, compared to the same twelve-month period in 2021. The decrease in advertising, promotion and referral fees was primarily related to decreased expenses with an outside media company. Advertising, promotion and referral fees represented 16.6% of our operating expenses for the twelve months ended December 31, 2022 compared to 33.8% of our operating expenses for the twelve months ended December 31, 2021.

• Professional fees, including accounting, legal, consultants, investor relations, transfer agent and regulatory filing fees for the twelve months ended December 31, 2022 increased by approximately $317,200, or 299%, compared to the same twelve-month period in 2021. The increase in professional fees were to prepare for the upcoming initial public offering. Professional fees, including accounting, legal, consultants, investor relations, transfer agent and regulatory filing fees represented 16.6% of our operating expenses for the twelve months ended December 31, 2022 compared to 7.5% of our operating expenses for the twelve months ended December 31, 2021.

Income from Operations

Income (loss) from operations for the twelve months ended December 31, 2022 was $(0.24) million, a decrease of $1.48 million, or 120%, compared to the twelve months ended December 31, 2021. The decrease in the 2022 income from operations was primarily due to an increase in 2022 operating expenses (salaries, wages, payroll taxes, stock-based compensation, benefits and professional fees, as the company prepares for its initial public offering).

Interest and Taxes

• Interest expense—net for the twelve months ended December 31, 2022 increased by approximately $35,000 compared to the same twelve-month period in 2021. The increase in interest expense is primarily due to interest associated with the various company credit cards and the Britt Family short-term notes which have been repaid.

• Our effective tax rate for the twelve months ended December 31, 2022 was 6.35% compared to 17.8% for the same twelve-month period in 2021. The decrease in the effective tax rate was primarily due to the change in the legal entity from an LLC to a C-corporation and the operating loss in 2022.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Net Income (loss)

Net (loss) for the nine months ended September 30, 2023 was ($96,338), a decrease of $175,128 compared to the same period in 2022, primarily due to an increase in professional fees in preparation of public company filings and stock-based compensation expense. See below for additional variables.

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Revenue

Operating revenue for the nine months ended September 30, 2023 was $3,585,184, a decrease of $349,394, or 8.9%, compared to $3,934,578 for the same period in 2022. The revenue decrease was primarily due to government and commercial moving projects pushed into the fourth quarter of 2023 and first quarter of 2024.

Cost of Revenues

Our cost of revenues for the nine months ended September 30, 2023 were $1,775,865 compared to $1,987,822 for the same period in 2022, a decrease of $211,957 or 10.7%. Key expense items are described below.

• Courier services and packing supplies for the nine months ended September 30, 2023 decreased by approximately $93,700, or 30%, compared to the same nine-month period in 2022. The decrease was due to less packing projects requiring less box purchases. Courier services and packing supplies represented 12% of our cost of revenues for nine months ended September 30, 2023 and 15% of our cost of revenues for the nine months ended September 30, 2022, which had a favorable impact on our gross margins.

• Rent expense, including allocated facility rent, storage rent, and equipment rental, for the nine months ended September 30, 2023 decreased by approximately $1,300, or 0%, compared to the same nine-month period in 2022. The decrease was negligible. Rent expense represented 19% of our cost of revenues for nine months ended September 30, 2023 compared to 17% of our cost of revenues for the nine months ended September 30, 2022, which had a slightly negative impact on our gross margins.

• Vehicle related expenses, including fuel, insurance, repairs, registration fees, truck & auto lease, depreciation and tolls for the nine months ended September 30, 2023 decreased approximately $72,000, or 1%, compared to the same nine-month period in 2022. The decrease was due to reduced fuel costs and repairs. Vehicle related expenses represented 29% of our cost of revenues for the nine months ended September 30, 2023 compared to 29% in the nine months ended September 30, 2022, which had a negligible impact on our gross margins.

• Movers, drivers and packer salaries and related payroll expenses, including salaries, payroll taxes and workers compensation insurance for the nine months ended September 30, 2023 increased approximately $5,000, or 1%, compared to the same nine-month period in 2022. The increase was due to increased labor costs. Payroll related expenses represented 31% of our cost of revenues for the nine months ended September 30, 2023 compared to 28% in the nine months ended September 30, 2022, which had a negative impact on our gross margins.

• Other cost of revenues, including shipping, freight, carpentry services, travel expenses for drivers, fleet tracking and small tools account for the remaining cost of revenues for the nine months ended September 30, 2023 decreased approximately $49,000, or 23%, compared to the same nine-month period in 2022. The decrease in the nine months ended September 30, 2023 was primarily due to decreased small tools and carpentry services. Other cost of revenue expense represented 9% of our cost of revenues for the nine months ended September 30, 2023 compared to 11% of our cost of revenues for the nine months ended September 30, 2022, which had a positive impact on our gross margins.

Operating Expenses

Our operating expenses for the nine months ended September 30, 2023 were $1,888,114 compared to $1,715,459 for the same period in 2022, an increase of $172,655 or 10%. Key expense items are described below.

• Salaries, wages, payroll taxes and benefits, including stock-based compensation expense for the nine months ended September 30, 2023 increased by approximately $305,000, or 47%, compared to the same nine-month period in 2022. The increase in salaries, wages, payroll taxes and benefits, including stock-based compensation expense, was due to additional employees, management salaries and stock option expense for our CEO.  Salaries, wages, payroll taxes and benefits, including stock-based compensation expense represented 51% of our operating expenses for the nine months ended September 30, 2023 and 38% of our operating expenses for the nine months ended September 30, 2022.

• Postage and printing expenses for the nine months ended September 30, 2023 decreased by approximately $79,000, or 70% compared to the same nine-month period in 2022. The decrease in postage and printing expenses was primarily due to a reduction in our direct mailing program as well as additional awareness through our growing reputation. Postage and printing expenses represented 2% of our operating expenses for the nine months ended September 30, 2023 and 7% of our operating expenses for the nine months ended September 30, 2022.  

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• Rent expense, property taxes, non-vehicle insurance and office expenses, for the nine months ended September 30, 2023 increased by approximately $16,000, or 6%, compared to the same nine-month period in 2022. The increase was primarily due to an increase in rent and travel expenses during the like period. Rent expense, property taxes and office expenses represented 15% of our operating expenses for the nine months ended September 30, 2023 compared to 15% of our operating expenses for the nine months ended September 30, 2022.  

• Advertising, promotion and referral fees for the nine months ended September 30, 2023 decreased by approximately $4,000, or 1%, compared to the same nine-month period in 2022. The decrease in advertising, promotion and referral fees was primarily related to decreased expenses with an outside media company. Advertising, promotion and referral fees represented 19% of our operating expenses for the nine months ended September 30, 2023 compared to 21% of our operating expenses for the nine months ended September 30, 2022.  

• Professional fees, including accounting, legal, consultants, investor relations, transfer agent and regulatory filing fees for the nine months ended September 30, 2023 decreased by approximately $65,000, or 20%, compared to the same nine-month period in 2022. The decrease in professional fees were reduced expenses to prepare for the upcoming initial public offering. Professional fees, including accounting, legal, consultants, investor relations, transfer agent and regulatory filing fees represented 13% of our operating expenses for the nine months ended September 30, 2023 compared to 19% of our operating expenses for nine months ended September 30, 2022.

Loss from Operations

Loss from operations for the nine months ended September 30, 2023 was ($78,795), a decrease of $310,092 compared to the same period in 2022.

Interest and Taxes

• Interest expense—net for the nine months ended September 30, 2023 decreased by approximately $38,000, or 87%, compared to the same period in 2022. The decrease in interest expense is primarily due to interest associated with the Britt family short term loan, as the Britt family loans were repaid in November 2022.  

• During the nine months ended September 30, 2023 and 2022, the Company recorded the provision for income taxes based upon the estimated effective tax rate to be expected for the entire year. The difference between the federal statutory rate and the effective income tax rate was primarily due to the disallowance of stock-based compensation.   During the nine months ended September 30, 2023, we had an income tax provision of approximately $17,000 based on an effective tax rate of -21.9% on a $78,998 loss before a provision for income taxes. During the nine months ended September 30, 2022, we were projecting a 59% annual effective income tax rate primarily due to the projected nondeductible stock-based compensation substantially exceeding our projected pre-tax income.

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Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

Net Income (loss)

Net income (loss) for the three months ended September 30, 2023 was ($37,574), a decrease of approximately $89,000, or 173%, compared to the same period in 2022, primarily due to an increase in professional fees in preparation of public company filings and stock-based compensation expense. See below for additional variables.

Revenue

Operating revenue for the three months ended September 30, 2023 was $1,271,225, a decrease of approximately $396,000, or 24%, compared to $1,667,496 for the same period in 2022. The revenue decrease was primarily due to government and commercial moving projects shifted into the fourth quarter 2023 and first quarter of 2024, rather than the third quarter period ending September 30, 2023.

Cost of Revenues

Our cost of revenues for the three months ended September 30, 2023 were $632,526 compared to $875,355 for the same period in 2022, a decrease of $242,829 or 28%. Key expense items are described below.

• Courier services and packing supplies for the three months ended September 30, 2023 decreased by approximately $51,000, or 38%, compared to the same three-month period in 2022. The decrease was due to less packing projects requiring less box purchases and reduced courier services. Courier services and packing supplies represented 13% of our cost of revenues for three months ended September 30, 2023 and 15% of our cost of revenues for the three months ended September 30, 2022, which had a favorable impact on our gross margins.

• Rent expense, including allocated facility rent, storage rent, and equipment rental, for the three months ended September 30, 2023 decreased by approximately $25,000, or 17%, compared to the same three-month period in 2022. The decrease was primarily due to decreased equipment rental and outside storage costs. Rent expense represented 19% of our cost of revenues for three months ended September 30, 2023 compared to 17% of our cost of revenues for the three months ended September 30, 2022, which had a slight positive impact on our gross margins.

• Vehicle related expenses, including fuel, insurance, repairs, registration fees, truck & auto lease, depreciation and tolls for the three months ended September 30, 2023 decreased approximately $67,000, or 27%, compared to the same three-month period in 2022. The decrease was due to decreased fuel costs over the same period in 2022. Vehicle related expenses represented 29% of our cost of revenues for the three months ended September 30, 2023 compared to 28% in the three months ended September 30, 2022, which had a favorable impact on our gross margins.

• Movers, drivers and packer salaries and related payroll expenses, including salaries, payroll taxes and workers compensation insurance for the three months ended September 30, 2023 decreased approximately $42,000, or 18%, compared to the same three-month period in 2022. The decrease was due to decreased labor costs. Payroll related expenses represented 31% of our cost of revenues for the three months ended September 30, 2023 compared to 27% in the three months ended September 30, 2022, which had a favorable impact on our gross margins.

• Other cost of revenues expenses, including shipping, freight, carpentry services, travel expenses for drivers, fleet tracking and small tools account for the remaining cost of revenues for the three months ended September 30, 2023 decreased approximately $58,000, or 54%, compared to the same three-month period in 2022. The decrease in the three months ended September 30, 2023 was primarily due to decreased carpentry labor and travel costs. Other cost of revenue expense represented 8% of our cost of revenues for the three months ended September 30, 2023 compared to 12% of our cost of revenues for the three months ended September 30, 2022, which had a favorable impact on our gross margins.

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Operating Expenses

Our operating expenses for the three months ended September 30, 2023 were $671,638 compared to $688,760 for the same period in 2022, a decrease of approximately $17,000 or 2.5%. Key expense items are described below.

• Salaries, wages, payroll taxes and benefits, including stock-based compensation expense for the three months ended September 30, 2023 increased by approximately $16,000, or 5%, compared to the same three-month period in 2022. The increase in salaries, wages, payroll taxes and benefits, including stock-based compensation expense, was due to additional employees, management salaries and stock option expense for our CEO.  Salaries, wages, payroll taxes and benefits, including stock-based compensation expense represented 52% of our operating expenses for the three months ended September 30, 2023 and 49% of our operating expenses for the three months ended September 30, 2022.

• Postage and printing expenses for the three months ended September 30, 2023 decreased by $68, or 64% compared to the same three-month period in 2022. The decrease in postage and printing expenses was primarily due to reduced postage costs. Postage and printing expenses represented 0% of our operating expenses for the three months ended September 30, 2023 and 0% of our operating expenses for the three months ended September 30, 2022.

• Rent expense, property taxes, non-vehicle insurance and office expenses, for the three months ended September 30, 2023 decreased by approximately $14,000, or 12%, compared to the same three-month period in 2022. The decrease was primarily due a decrease in office expenses during the like period. Rent expense, property taxes and office expenses represented 16% of our operating expenses for the three months ended September 30, 2023 compared to 17% of our operating expenses for the three months ended September 30, 2022.

• Advertising, promotion and referral fees for the three months ended September 30, 2023 decreased by approximately $22,000, or 12%, compared to the same three-month period in 2022. The decrease in advertising, promotion and referral fees was primarily related to decreased expenses with an outside media company and reduced referral fees. Advertising, promotion and referral fees represented 23% of our operating expenses for the three months ended September 30, 2023 compared to 26% of our operating expenses for the three months ended September 30, 2022.

• Professional fees, including accounting, legal, consultants, investor relations, transfer agent and regulatory filing fees for the three months ended September 30, 2023 increased by approximately $3,000, or 6%, compared to the same three-month period in 2022. The increase in professional fees were costs associated with our IPO expenses. Professional fees, including accounting, legal, consultants, investor relations, transfer agent and regulatory filing fees represented 9% of our operating expenses for the three months ended September 30, 2023 compared to 8% of our operating expenses for three months ended September 30, 2022.

Income (loss) from Operations

Income (loss) from operations for the three months ended September 30, 2023 was ($32,939), a decrease of approximately $136,000, or 132%, compared to the same period in 2022.

Interest and Taxes

•	Interest expense—net for the three months ended September 30, 2023 decreased by approximately $13,000 compared to the same period in 2022. The decrease in interest expense is primarily due to interest associated with the Britt family short term loan, as the Britt family loans were repaid in November 2022.
•	During the three months ended September 30, 2023 and 2022, the Company recorded the provision for income taxes based upon the estimated effective tax rate to be expected for the entire year. The difference between the federal statutory rate and the effective income tax rate was primarily due to the disallowance of stock-based compensation.
	During the three months ended September 30, 2023, we had an income tax provision of $6,774 based on an effective tax rate of -21.9% on a $30,800 loss before a provision for income taxes. Our effective tax rate for the three month’s ended September 30, 2022 was 43%.

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Liquidity and Capital Resources

Our primary uses of cash are working capital requirements, capital expenditures and debt service requirements. Additionally, from time to time, we may use cash for acquisitions and other investing and financing activities. Working capital is required principally to ensure we are able to run the business and have sufficient funds to satisfy maturing short-term debt and upcoming operational expenses. Our capital expenditures consist primarily of transportation equipment and IT-related assets.

Historically, our primary source of liquidity has been cash flow from operations. We anticipate that cash generated from operations will be sufficient to meet our future working capital requirements, capital expenditures and debt service obligations as they become due for the foreseeable future. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds. In the event that we need access to additional cash, we may not be able to access the credit markets on commercially acceptable terms or at all. Our ability to fund future operating expenses and capital expenditures and our ability to meet future debt service obligations or refinance our indebtedness will depend on our future operating performance, which will be affected by general economic, financial and other factors beyond our control, including those described under “Risk Factors.”

The following table presents, as of the dates indicated, our cash and cash equivalents and debt:

	As of September 30, 2023	As of December 31, 2022
	(unaudited)	(audited)
Cash and cash equivalents	$ 803,169	$ 430,180
Notes payable	$ 200,812	$ 251,065

We believe our liquid assets, cash generated from operations, and various financing arrangements will provide sufficient funds for our capital requirements for the foreseeable future.

Debt

As of September 30, 2023, we had the following notes outstanding:

	Principal Outstanding	Issuance Date	Maturity Date	Interest Rate
SBA EIDL Loan	$90,000	6/18/2020	6/18/2050	3.75%
BOA Truck Loan	110,812	1/10/2022	2/5/2025	3.55%
	$200,812

The BOA Truck Loan was provided by Bank of America (“BOA”) Leasing & Capital LLC and the accompanying note was issued by Elate Moving, LLC. The EIDL Loan is secured by Elate Group, Inc. The note underlying the EIDL Loan may be repaid at any point prior to maturity date without penalty. The note underlying the BOA Truck Loan will incur a 1% prepayment penalty if paid after the first anniversary of the note but prior to the second anniversary. There is no prepayment penalty following the second anniversary of the note issuance.

We intend to use the net proceeds of this offering for general corporate purposes, including potential acquisitions, expansion into additional states, development and enhancement of storage capacity and services, enlarging our cross-border services into Canada, repayment of non-related party indebtedness and capital expenditures. See “Use of Proceeds.”

We may from time to time seek to retire or purchase our outstanding debt through cash purchases, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Capital Expenditures

The Company’s capital expenditures consist entirely of purchases of vehicles used in operations. See “Cash Flows” below.

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Cash Flows

The following table summarizes, for the periods indicated, the changes to our cash flows provided by (used in) operating, investing and financing activities. It has been derived from our financial statements included elsewhere in this prospectus:

	For the Nine Months Ended September 30, 2023	For the Nine Months Ended September 30, 2022	For the Year Ended December 31, 2022	For the Year Ended December 31, 2021
Net cash provided by operating activities	$537,644	$ 875,483	$ 875,127	$ 1,207,708
Net cash used in investing activities	(59,262)	(1,046)	-	(10,741)
Net cash used in financing activities	$(105,393)	$ (297,467)	$ (1,311,869)	$ (706,848)

For the Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

At December 31, 2022, we had $430,180 of cash and cash equivalents, a decrease of $436,742 compared to December 31, 2021. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Operating Activities: For the year ended December 31, 2022, cash provided by operating activities was $875,127 compared to $1,207,708 for the year ended December 31, 2021. The decrease of $332,581, or 27.5%, was primarily due to the decrease in net income as a result of the increase in operating expenses.

Investing Activities: For the year ended December 31, 2022, cash used in investing activities was $0 compared to $10,741 the year ended December 31, 2021. The decrease of $10,741, or 100%, was primarily due to decreased equipment purchases for use in our operations. Additional capital investments are expected to be incurred as the Company expands its operations.

Financing Activities: For the year ended December 31, 2022, cash used in financing activities was $1,311,869 compared to $706,848 for the year ended December 31, 2021. The increase of $605,021, or 86%, was primarily due to a decrease in member distributions and also payment of the notes payable to the Britt family. The Company’s members had previously accumulated a significant amount of capital within the entity which amounts were distributed in 2021 and due to the change in the legal entity from an LLC to a C-corporation in late 2021.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

At September 30, 2023, we had $803,169 of cash and cash equivalents, an increase of $372,989 compared to December 31, 2022. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022.

Operating Activities: For the nine months ended September 30, 2023, cash provided by operating activities was $537,644 compared to $875,483 for the same period in 2022. The decrease of $337,839, or 39%, was primarily due to a decrease in our accounts receivable and stock-based compensation.

Investing Activities: For the nine months ended September 30, 2023, we had $59,262 cash used in investing activities compared to $1,046 used in investing activities for the same period in 2022. The decrease of $58,216 was due to a truck purchase during the nine months ended September 30, 2023.

Financing Activities: For the nine months ended September 30, 2023, cash used in financing activities was $105,393 compared to $297,467 for the same period in 2022. The decrease of $192,074, or 65%, was primarily due to a decrease in offering costs payments.

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Contractual Obligations

We are committed to making cash payments in the future on long-term debt, capital leases and operating leases. We have not guaranteed the debt of any other party. The following table summarizes our contractual cash obligations as of September 30, 2023 for each of the periods indicated:

		Less than		More than
	Total	1 year	1-3 years	3-5 years	5 years
Long-term debt obligations—principal	$200,812	$77,871	$32,941	$-	$90,000
Long-term debt obligations—interest	2,646	2,449	197	-	-
Operating lease obligations	661,764	269,321	303,847	88,596	-
Total	$865,222	$349,641	$336,985	$88,596	$90,000

The contractual obligations table is presented as of September 30, 2023. The amount of these obligations can be expected to change over time as new contracts are initiated and existing contracts are completed, terminated or modified.

Operating Leases

We have no off-balance sheet arrangements other than our operating leases. Please see “Cash Flows–Contractual Obligations.”

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates. All of these market risks arise in the normal course of business, as we do not engage in speculative trading activities.

Interest Rate Risk

We had cash of $803,169 as of September 30, 2023, which consists of bank deposits with FDIC participating banks. Cash and cash equivalents are maintained at financial institutions, and, at times, balances may exceed federally insured limits of $250,000 per institution that pays Federal Deposit Insurance Corporation (“FDIC”) insurance premiums. Our cash deposits are not held in banks that have announced any going concern risks. The cash on deposit with banks is not susceptible to interest rate risk. The Company has never experienced any losses related to these balances.

Inflation Risk

Inflation can have an impact on our operating costs. A prolonged period of inflation could cause interest rates, fuel, wages and other costs to increase, which would adversely affect our results of operations unless freight rates correspondingly increase. In addition, inflation may continue to increase interest rates which may have an outsized impact on the housing market, decreasing the number of home sales and correspondingly lowering demand for moving services. However, we do not believe that inflation has, to date, had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Critical Accounting Policies

The preparation of our financial statements in accordance with United States generally accepted accounting principles requires that management make estimates and assumptions that impact the amounts reported in our Financial Statements and accompanying notes. Therefore, these estimates and assumptions affect reported amounts of assets, liabilities, revenue, expenses and associated disclosures of contingent liabilities. Management evaluates these estimates on an ongoing basis, utilizing historical experience, consultation with third parties and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recognized in the accounting period in which the facts that give rise to the revision become known. We consider our critical accounting policies and estimates to be those that require us to make more significant judgments and estimates when we prepare our financial statements and include the following:

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Depreciation of Property and Equipment

We operate a significant number of trucks, trailers, containers, chassis and other equipment in connection with our business and must select estimated useful lives and salvage values for calculating depreciation. Property and equipment is stated at cost less accumulated depreciation. It is depreciated to an estimated salvage value using the straight-line method over the asset’s estimated useful life. Depreciable lives of revenue equipment range from 4 to 20 years and are based on historical experience, as well as future expectations regarding the period we expect to benefit from the assets and company policies around maintenance and asset replacement. Estimates of salvage value at the expected date of sale are based on the expected market values of equipment at the expected time of disposal. We consider our experience with similar assets, conditions in the used revenue equipment market and operational information such as average annual miles. We periodically review the reasonableness of our estimates regarding useful lives and salvage values of our revenue equipment and adjust these assumptions appropriately when warranted. We review our property and equipment whenever events or circumstances indicate the carrying amount of the asset may not be recoverable. An impairment loss equal to the excess of carrying amount over fair value would be recognized if the carrying amount of the asset is not recoverable.

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BUSINESS

Company Overview

Founded in 2013, we are a high-touch, best-in-class moving and storage company providing domestic concierge services and international relocation solutions for residential, commercial and government clients in the United States (“U.S.”) and Canada.

We are presently focused on seven metro markets along the east coast of the U.S. These metro areas are in and around Boston, MA; Greenwich, CT; Southampton, NY; Woodcliff Lake, NJ; New York, NY; Philadelphia, PA and Washington, D.C., with near-term goals to expand into additional markets in the western and southern states of the U.S. We currently operate in these markets with a growing fleet of trucks kept at our hub in Brooklyn, New York, and an expanding professional relocation team composed of 27 full-time and 5 part-time employees.

We cater to customers that demand excellence and the utmost care and professionalism. We believe we have established a sterling brand by adhering to the highest standards when delivering complete end-to-end relocation and storage services. We especially pride ourselves in making relocations and storage convenient and stress-free for clients who demand superior service.

Our comprehensive moving services include disassembly, packing, unpacking, re-setup, and temporary storage. It can involve ceiling and wall removal and reinstallation of artwork, lighting (e.g., chandeliers and sconces) and other fixtures, and audio-visual equipment (e.g., televisions and stereo equipment). We provide custom-build crating for the relocation or storage of high-value items, such as for fine art and furniture, musical instruments (e.g., pianos) and fragile items, that ensures their safety and protection. We also provide complete gym and playground equipment disassembly and reassembly, carpentry, furniture restoration and repair, professional cleaning at both origin and destination, and donation and disposal services. We offer express delivery within guaranteed timeframes for local, nationwide or cross-border (Canada) moves, which utilize the same truck and team at both origin and destination (although for large projects we may sometimes hire additional temporary workers at the destination). We also provide concierge/on-demand short and long-term storage services.

 

Our specialty is residential high-end moving and storage for more affluent clientele seeking a white glove experience. We define high-end residential moves as those as involving houses or apartments valued in excess of $5 million. This has included relocations of some of the most highly valued homes in the country, owned by A-list celebrities, sports stars and government dignitaries. We have also serviced higher-end, non-residential clients such as five-star hotels and top government agencies.

While not all of our business involves affluent customers and high-end engagements, one of our largest high-end relocations was a $144 million estate in Greenwich, Connecticut, and was considered the highest-valued home in the affluent town located just outside New York City. The $50,000 project included carefully crating and transporting many priceless works of art, museum-quality furniture and antiques.

That move was eclipsed in September 2021 with a moving and storage project that involved the “most expensive home” in the Hamptons of Long Island, New York. The New York Post reported the home as being valued at more than $175 million. The 20,000-sf. residence had 12 bedrooms and 14 baths and was filled with priceless art and furnishings. The move was valued at $40,000 and generated approximately 60% gross margins in line with the earlier Greenwich move and most others that the Company undertakes. The week-long project also included storing items at Westy Self Storage and Life Storage as a concierge self-storage service that was fully managed by us.

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We believe our bespoke offerings and reputation for quality service is unparalleled in the industry and not easily replicated by our competitors. Given the numerous top ratings by many satisfied customers as posted to Yelp!, Google Reviews and Angie.com, we believe our extraordinary attention to detail, protection of personal property and commitment to customer service has generated a sterling reputation that we believe is second to none. Our highly satisfied residential and commercial clients have provided tremendous endorsements, word-of-mouth advertising and an ongoing stream of high-value referrals. From our experience, we believe this niche of the moving and storage markets is underserved, and we are well positioned to seize market share.

Our emphasis on quality has earned us accolades and ongoing referrals from many marquee corporate and government clients as well, such as:

New Jersey State Office of General Services

·New York State Office of General Services 

·Delaware State Office of General Services 

·Federal Motor Carrier Safety Administration (FMCSA) 

·Internal Revenue Service (U. S. Department of the Treasury) 

·U.S. Drug Enforcement Agency (DEA) 

·U.S. Social Security Administration 

·United Nations 

·United States Military Relocation Program (subcontractor) 

·United States General Services Administration (75+ government agencies) through its CHAMP program 

·New York State Insurance Fund 

·U. S. Department of Consumer Regulatory Affairs (DCRA) 

·Connecticut Department of Transportation 

·Massachusetts Department of Public Utilities 

·Pennsylvania Public Utilities Commission 

·New Jersey Department of Community Affairs 

·Ontario (Canada) Ministry of Transportation 

·Charles Schwab 

·Four Seasons Hotel (Downtown Manhattan) 

·The James Hotels 

·UOVO, premier provider of storage services for art and valued collections. 

·Trump International Hotels Management 

·United States Military Academy (West Point) 

·New York Department of Motor Vehicles 

·Westy Self Storage 

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·Sotheby’s International Realty 

·Keller Williams Real Estate 

Many of our commercial or government customers have used our services several times or on a regular basis, as well as provide us referrals. For example, since 2018, the New York State Office of General Services has, on average, engaged us for two to three relocations per month for their various agencies. We estimate we have generated more than $1.2 million in revenues from these relocations over this period.

One of the Company’s largest commercial relocations was for the New York State Insurance Fund, which is New York’s largest workers’ compensation and disability benefits carrier. The 2-month project was valued at $360,000 and required 50 truckloads to complete.

 

Under a U.S. General Services Administration (GSA) IDIQ (indefinite delivery/indefinite quantity) contract, we have relocated offices for the Social Security Administration and DEA, with 10 office moves in total. These 10 office moves had an aggregate value of approximately $200,000.

In February 2022, we were approved by the GSA for its Centralized Household Goods Traffic Management Program (“CHAMP”). While our GSA IDIQ contract allows us to bid on the relocation of federal facilities, our approval for CHAMP permits us to bid on federal employee and military personnel relocations and storage, both domestic and international. More than 75 federal agencies use CHAMP to facilitate moves and storage of household goods for their staff. Qualification for the program requires audited financials, which we believe only a limited number of our mostly privately held competitors can easily provide. According to the GSA, its total expenditures on the CHAMP program increased from $130 million in 2020 to $139 million in 2021. During the same period, the average cost of a CHAMP relocation increased from $7,930 to $8,940. Given our comprehensive capabilities and broad multi-lingual support (English, Spanish, French, German, Italian, Russian, Ukrainian, and Japanese), we believe we are well positioned to compete with larger competitors and especially for international relocations.

We are also an approved vendor for the United Nations (U.N.) and have move more than 15 of its employees and two U.N. ambassadors over the last three years. Between 2016 and 2019, we conducted four relocations for the United States Military Academy (West Point), valued at approximately $190,000 in total.

In October of 2020, we relocated the entire multi-million-dollar art storage collection of UOVO, a premier provider of storage services for art, archives and valued collections. The move was valued to us at more than $120,000 and affirmed the Company as a preferred provider of high-end relocations involving fine art. The project also highlighted the Company’s specialized moving containers, developed in house, and its proprietary methods that ensure safe transportation and flawless delivery.

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For the hotel industry, we have been engaged by the Four Seasons, The James Hotel and Trump Hotels to provide temporary relocation and storage during renovation projects. For The James Hotel, we have done this more than 10 times between 2016-2020, representing approximately $70,000 in aggregate revenue.

We regularly receive referrals by real estate agencies, such as Sotheby’s International Realty and Keller Williams Real Estate, as well as received moving engagements from them and others for house staging. We may have as many as 10 house staging engagements per month. We may pay the real estate agency small referral fee, such as 10% of the value of the project. Another regular source of regular referrals is from our storage partner, Westy Self Storage, as well as from building managers of luxury apartment buildings in cities such as New York City.

Over the years, we have grown largely by referrals from these organizations and our highly satisfied clients, conducting more than 20,000 relocations since our inception. Our growth and profitability over the past few years also reflects our success and emphasis on strong fiscal stewardship, even during the persistent COVID-19 pandemic.

2021 - 2022 Statement of Operations (condensed)	Year Ended Dec. 31, 2022	Year Ended Dec. 31, 2021
	(audited)	(audited)
Revenue, net	$4,779,512	$4,979,856
Total Cost of Goods Sold	(2,465,778)	(2,325,892)
Gross Profit	$2,313,734	$2,653,964
Gross Margin	48.4%	53.3%
Total Operating Expenses	(2,555,514)	(1,420,129)
Income from Operations	$(241,780)	$1,233,835
Total Other Income (Expense)	(45,148)	49,442
Income (loss) before provision for income taxes	$(286,928)	$1,283,277
Provision (benefit) for income taxes	18,209	(228,268)
Net Income (loss)	$(268,719)	$1,055,009

History and Development

Founder’s Dream

Since its inception in 2013, the Company has evolved into a premier high-end moving and storage brand. This has been driven primarily by the vision and leadership of our Company’s founder, President and CEO, Kevin Britt. After immigrating to the U.S. from Europe in 2004 with just a few dollars in his pocket, the success of the Company epitomizes the realization of the American Dream. Mr. Britt believes he is living proof there is an abundance of opportunities for success in America, particularly for those willing to work hard, push the boundaries of what is possible, and pursue their dreams.

Mr. Britt was born and raised in Kiev, the capital of Ukraine. Fascinated with language at an early age, he went on to earn advanced degrees in language and international finance from two of the country’s most prestigious universities, Kiev Taras Shevchenko National University and Kiev Institute of International Relations. High grades earned him scholarships to these universities, and he worked part-time as a language tutor to make ends meet.

From his studies and travels, Mr. Britt gained a master’s degree proficiency in the translation and real-time interpretation of multiple languages, including English, German, French, Spanish and Japanese. These language skills became especially useful when he served as an intern at the European Central Bank and the Frankfurt Stock Exchange. There Mr. Britt discovered the world of international business and investment, and grew to admire great American entrepreneurs, like Steven Jobs, who from humble beginnings eventually transformed their industries.

After graduation, Mr. Britt was confident he could do well if he remained in Europe, but the allure of the U.S. business world soon set him on a journey to New York City. Mr. Britt had no family or business ties in the U.S., but driven by aspirations of someday starting his own business, he explored several career paths. Over the following few years, Mr. Britt worked for a local moving company, as a language teacher, a real estate agent and then as a FINRA-licensed investment advisor at Fordham Financial Management, Inc.

Mr. Britt discovered his language skills gave him a great advantage with clients and in multi-cultural neighborhoods in and around New York City, and especially when serving wealthy and prominent internationals. Mr. Britt had always enjoyed the personal service aspects of the moving business and eventually returned to the industry with the founding of Elate Moving, LLC. The more Mr. Britt learned about the moving and storage business, the more he thought of ways to better serve his customers, and especially ways to set Elate apart from the competition.

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As Mr. Britt formulated the mission for the Company, he was confident that he would have a strong advantage in the space, not only because of his language skills, but also due to his strong educational background and financial experience. These factors enabled Mr. Britt to establish and operate the Company on sound financial footing as he set out to build it from a small startup into a leader in its industry.

The Beginning Years

Starting with one rented truck and a few fellow movers from past jobs, Mr. Britt put the Company on the map by providing a bespoke experience for its customers. Mr. Britt recognized that moving one’s home or place of business is always a stressful experience, so he decided our mission should be to make the process as easy and painless as possible. Rather than embarking on a “race to the bottom” by trying to offer the cheapest moves where he would only be able to afford the least experienced workers, Mr. Britt instead focused on offering dedicated moving professionals who would provide a complete end-to-end packing and unpacking solution, including fine art and antique furniture.

This solution would include full setup at the new location, inclusive of carefully hanging artwork and televisions on the walls and chandeliers from the ceiling. As business progressed, he discovered the Company was providing a value and level of convenience few others could match, which his customers greatly appreciated. Mr. Britt learned that customers were willing to pay extra for a superior level of service, which resulted in higher revenue and higher-margin engagements for the Company.

From our first move with one truck, Mr. Britt has steadily expanded the Company by purchasing additional trucks and training his employees one at a time to do the very best they can with each and every move. Mr. Britt’s finance background has served him, and us, well from the beginning, as he never allowed our fixed costs to outrun the volume of our moves. Mr. Britt proved the Company to be a readily scalable platform, and his fiscally conservative approach has historically provided positive returns.

Over the next several years, we steadily increased our geographic footprint and reach, predominantly from client and partner referrals, and to a lesser extent, effective online and direct advertising. A major referral partner has been Westy Self Storage (“Westy”), which operates 14 high-end self-storage facilities located along the East Coast of the U.S. Given Westy’s like-minded approach to high-quality, high-touch service, Westy has continued to provide three to four customers to us for every customer we have introduced to Westy.

Elate now operates in multiple markets, primarily in Southampton, NY; New York City, NY; Greenwich, CT; Philadelphia, PA; Boston, MA; Washington, DC; and Woodcliff Lake, NJ. Given our strong web presence and high ratings, we also attract international customers for major relocations to and from Canada. From art and wine to precious antiques, our relocation experts continue to handle and transport irreplaceable valuables in and between these regions and coast-to-coast.

 

Formula for Success

Over the years, we have also diversified our offerings to include commercial moves and concierge storage, and express cross-country moves. The company believes it offers prospective customers a relocation and storage package that few others can match. Our moving team never changes during a long-distance move, and there is no consolidation of items from different customer moves on our trucks. We also never use trains, which can lead to breakage and lost items. The Company believes the extra measures ensure better security for its customers and their precious belongings, which in turn creates greater trust and better referrals. This formula and dedication to excellent service has attracted thousands of satisfied residential and commercial clients over the last eight years.

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As a result of our growing reputation for high-quality service, we have managed the relocations of prominent celebrities, athletes, dignitaries, and corporate executives from across the spectrum. The endorsements and referrals from these clients have continued to advance the Company as one of the most respected and admired high touch moving and storage brands in the market. Our strong reputation continues to attract some of the biggest estate moves in the regions we serve.

Our strong reputation for quality service has also attracted a growing number of marquee commercial clients. The Company has proudly served world-class organizations that have included Sotheby’s International Realty, James Hotels, Charles Schwab, Four Seasons Hotels, Trump Hotels and many others. We have also secured large government moving contracts from agencies such as the Social Security Administration, the United Nations, United States Military Academy (West Point), and departments of the State of New York. Such engagements require not only highly skilled professional movers, but also a high level of security, logistics, personal care in packing and transportation, and re-setup of sensitive assets.

Over the next few years, the Company is looking to Texas, California and Arizona as prime targets for new operational hubs. We view these as dynamic markets where our premium suite of offerings would be well received. The Company has also identified opportunities for expanding its offerings to include its own high-end self-storage facilities, which would be designed with fine art and valuable possessions in mind. The Company also sees strong growth potential in the expansion of its on-demand concierge pick-up and delivery services.

Industry and Competition

While there are strong synergies between the moving/relocation and storage market, these are distinct market segments that each have strong drivers for growth and opportunity.

Moving & Relocation

The U.S. moving services business is projected to reach $22.5 billion by 2026, growing at a 5% CAGR. Residential is considered the largest segment of the moving services industry at 61% of the market, with Commercial representing 16%. The rest of the market is primarily composed of the relocation of other goods requiring special handling and warehousing services.

 

As with most industries, the COVID-19 pandemic negatively affected the moving industry. However, as an essential service, movers were allowed to remain open in areas where shutdowns were mandated.

In 2020, we saw the impact primarily in the last nine months of the year (April through December) as the pandemic increasingly spread. Then in 2021, we experienced the full impact of COVID-19, with it lasting throughout the year, particularly as new strains such as the Delta variant emerged. This resulted in an increased number of customer cancellations in 2021 as compared to 2020, and a smaller number of cancellations in 2022 and 2023 as compared to 2021, which had a negative impact on revenue growth during 2022 and 2023. With a higher number of cancellations, as compared to 2020 and 2021 respectively, we had a greater number of instances in which cancelled customer windows were not filled by a new customer, resulting in our operations functioning at less than full capacity during certain periods.

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According to annual studies released by United Van Lines, in 2021 and 2022, Americans were on the move to lower-density areas and to be closer to their families. In 2022, 35% of Americans who moved did so in order to be closer to family, up from 27.0% in 2020, indicating a new trend coming out of the pandemic as priorities and lifestyle choices shift, according to the study. Additionally, 33% of Americans moved for a new job or job transfer in 2021, a significant decrease from 40% in 2020, and especially from the more than 60% in 2015. In 2022, 20% of Americans reported moving due to retirement.

The top inbound states of 250 moves or more in 2022:

1.Vermont 

2.Oregon 

3.Rhode Island 

4.South Carolina 

5.Delaware 

6.North Carolina 

7.Washington D.C. 

8.South Dakota 

9.New Mexico  

10. Alabama 

The top outbound states of 250 moves or more in 2022:

1.New Jersey 

2.Illinois 

3.New York 

4.Michigan 

5.Wyoming 

6.Pennsylvania 

7.Massachusetts 

8.Nebraska 

9.Louisiana 

10.California 

We are currently focused on states which have the greatest number of outbound migrations within our geographical footprint, which includes New Jersey, New York, Connecticut, Massachusetts and Maryland/Washington D.C. The net migration outflows are notable, which includes many high-net worth individuals seeking to escape states with onerous tax burdens. These are largely the clients we serve.

The moving industry is highly fragmented, according to data firm IBISWorld, with a low level of market share concentration. The top four largest operators account for 9.8% of industry revenue.

Three million Americans move interstate annually, according to moving intelligence platform, SHYFT, reflecting a robust market. The following statistics highlight the scale and scope of the moving segment.

·Americans move an average of 11.7 times over their lifetime. 

·9.8 percent of Americans move annually. 

·15.3 million households in America, with an average size of 2.3 family members, move annually. 

·Approximately 7,000 moving companies in the U.S. with about 50,000 moving trucks. 

·122,600 people are employed by the moving industry, with a combined payroll about $3.6 billion annually. 

·Moving companies work in 13,900 locations across the U.S. 

·There are approximately 186,722 jobs created by the moving industry. 

·Estimated total annual contribution of the moving industry to the U.S. economy is $86 billion. 

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Concierge Storage

Our specialty is high-end moving and storage for more affluent clientele seeking a white glove experience. We believe this niche of the moving market and storage market is underserved, and we are well positioned to seize market share.

The $41.5 billion U.S. self-storage market is estimated to be growing at a 2.2% CAGR and is expected to reach $44.5 billion by 2024, according to IBISWorld. Growth drivers include job expansion, population growth, increasing migration and home downsizing by baby boomers.

 

There have been many startups over the last several years focused on “on-demand” or “valet” storage, with the most notable ones such as MakeSpace, Clutter and Closetbox attracting substantial private equity investment and experiencing strong growth. United Parcel Service introduced a residential ‘Storage on Demand’ service in October 2019. While these businesses target mainstream consumers, we believe they reflect a general growing demand for personalized self-storage services.

Similar to moving industry fragmentation, self-storage is not concentrated. According to the 2021 Self-Storage Almanac, roughly one-fifth of the market is controlled by the top six publicly traded self-storage companies. This leaves 80% of U.S. self-storage facilities owned and operated by independent entities. The 2022 Self Storage Almanac and Radius+ also reported that:

·51,206 self-storage facilities in 2022 in the U.S., up from 47,000 in 2019. 

·From 2010 to 2020, average occupancy rates increased from 75.7% to 92.2%. 

In terms of self-storage type, there is strong demand for traditional indoor storage, climate-controlled storage and outdoor storage for boats/cars/RVs.

The global concierge services market was valued at $596 million in 2020 and is anticipated to grow at more than 5.3% through 2027, according to IMR Data. While this report is not specific to concierge moving and storage, we believe the growth in demand for concierge services reflects an increasing number of consumers who are looking to outsource routine or specialized tasks to concierge services or personal assistance services to save time and avoid inconvenience. We expect other factors such as lack of work-life balance, busy work schedules, and time constraints to boost the demand for such concierge services.

Given these factors, we are interested in further growing and enhancing our concierge self-storage business through both expanding partnerships with existing self-storage providers like Westy Self Storage, as well as establishing our own storage facilities that would feature self-storage access as well as warehousing the goods of our full-service concierge/valet storage customers. Such services will cater to not only affluent clients, but anyone looking for a more convenient self-storage solution and who sees the value in the personal time savings our concierge services can provide.

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Our Competitive Strengths

We are an entrepreneurial-driven, high-growth company, with a distinct and premier moving and storage brand for residential, corporate and government clients, particularly for the higher-end of the market.

We believe our company is differentiated in the marketplace due to several competitive advantages:

·Deep experience and unrivaled expertise in moving and storage of highly valued assets for individuals and enterprises. 

·We specialize in high-end art and antique relocation with professional staff averaging five plus years of experience servicing this niche. 

·Fully licensed with several U.S. state governments, the U.S. Federal Motor Carrier Safety Administration, and the Ministry of Transportation of Ontario. 

·We have maintained top-score ratings by our many satisfied customer postings on Yelp! (4.5 out of 5 stars average), Google Reviews (4.9 out of 5 stars average) and Angie.com (with a 95% recommend rating). 

·As a member of the New York Teamsters Union, we can engage high quality manpower with minimal notice, enabling us to execute guaranteed moves of high complexity, size and value in a highly active market. 

·We have developed a specialized packing and moving system that provides custom creating for high-end artwork, furniture, chandeliers and other precious items. This can include certified materials required for international shipments, such as to Japan. Our competitors typically do not provide custom creating, but instead use only simple cardboard boxes or moving blankets. 

·We believe we offer a unique and extensive level of multi-lingual support (English, Spanish, French, German, Italian, Russian, Ukrainian, and Japanese), which is especially advantageous for international relocations. 

 

In addition to these distinctions, we offer clients an end-to-end moving and storage solution, which promises the same moving team at each location.

Based upon our published services and those of our competitors, we believe our delivery times nationwide are unmatched.

·We believe that we are the only moving company on the East Coast that can guarantee next day delivery from NYC, CT or NJ to Toronto, Ottawa or Montreal. 

·We guarantee delivery  from NY, CT, NJ to CA, WA and Vancouver in four/five days; Texas in three days; Florida in two days; Colorado in three/four days; and Illinois in two days. 

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We pride ourselves in providing what we believe to be the best-in-class moving and storage services for the most demanding clients. The table below compares our services to whom we view as our closest competitors in the current regional markets we serve:

 

Our Growth Strategies

Our goals are to grow profitably, drive strong and consistent return on capital and increase stakeholder value. With Americans continuing to move out of high-tax, high-crime cities to more favorable locations, we see significant opportunity to grow our business and expand our market share. We believe our competitive strengths position us to pursue our goals through the following strategies:

Geographic Expansion of Relocation Services

We plan to expand our geographic footprint to include hubs  in other major metropolitan areas in North America with the demographics that we believe would support our business model, including, but not limited to, Phoenix, Arizona; Los Angeles, California; and Austin and Dallas, Texas.  The demographics we see may also include areas in Canada, such as in the Toronto region.

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To support this expansion, over the next year, we plan to increase our current truck fleet from 10 owned and three leased trucks, to more than 25 trucks. We may make greater increases to the number of trucks in our fleet as the market demands and can support, and as according to the pace we find and train our moving teams. We intend to also continue to rent additional trucks during peak moving periods as well as for long-distance, one-way moves. Our truck rental service provider, Penske, provides us discounts up 10% based upon our long-term relationship and repeat business.

We also plan to increase the number of international moves beyond just Canada by adding additional customer marketing and support for this to our website.

Concierge Self-Storage

We see self-storage services, and particularly concierge self-storage, as a strong growth driver for our business over time. We currently partner with Westy Self Storage, a Northeast-based operator, to provide storage and self-storage to our clients. Depending on the geographic location of the storage customer, we may also use other self-storage providers. For temporary storage (those storage needs lasting less than one month) we may use our 5,000-sf. warehouse located in Brooklyn, New York.

For the convenience of select clients, we may rent third-party storage on their behalf and bill them accordingly or charge them for the storage at our warehouse. By way of example only, if we rent a 100-sf. storage space from Westy, the current costs to us would be approximately $350 per month and we would anticipate charging our concierge storage customer $395 per month. Our gross margins in this space is approximately 15% depending on rentable unit sf. We provide the delivery to and from storage as requested by the customer. We estimate our concierge self-storage business generated revenue of about $311,000, or 6.5% of our total revenue, in 2022, and approximately $300,000, or 6.8% of our revenue in 2023, with about 10-20 customers in any given month on this program.

Our concierge storage service may also include same-day or next day pickup of items at the customer’s location or retrieval from storage of their items for which we charge additional fees.

For markets not served by Westy, we use alternative self-storage providers, and may similarly do so as we enter new markets not served by Westy. Over time we intend to explore the option of establishing our own storage facilities and related concierge services for our customers. As a result of preliminary exploration of the space, we expect that to represent a strong area for growth as it develops.

Given our current business and referral relationship with Westy, we are not planning to compete with Westy in overlapping markets. We have historically received about three to four customer referrals per each referral we have provided to Westy. Since inception, we estimate we have provided Westy more than 500 self-storage referrals.

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Over the next few years, we plan to establish two to three self-storage facilities of 1,000-1,500 units each. We may purchase an existing building and convert it to public storage if zoning allows it or build a new facility. We anticipate financing the purchases through standard commercial mortgage financing, which may include utilizing certain firms the Company has identified that specialize in self-storage facility financing. We anticipate construction or renovation would begin at our first site in 2024, with an opening planned for 2024 or early 2025.

We see our storage properties being state-of-the-art, offering climate-controlled and high-security units to avoid damage to luxury or precious items, such as fine art, statues, chandeliers, furniture, valuable records and similar high-value items. Clients would have 24/7 access with monitored security.

Concierge self-storage offerings would also include drop-off and pick-up services. We are planning to implement Radio Frequency Identification (RFID) tagging to insure appropriate tracking and inventory control.

For new or renovated construction, we anticipate a typical facility would have 70,000 to 100,000-sf. in total space and three floors. Usable sf. would be approximately 70% of the total sf. For new construction, we estimate the land cost at approximately $5 million, with hard and soft construction costs at about $65-$75 per sf. or approximately $15 million. We anticipate being able to rent storage to our customers at $4 per sf. on average which would be in line with what other premium self-storage providers would charge, although this may vary per market.

Assuming we establish 200,000 sf. of total storage space with two buildings, or 140,000-sf. of usable space, with occupancy of 80-90%, this could generate approximately $6.1 million in additional revenue annually. Since they would be our own facilities, we anticipate the gross margins would be higher than our current concierge self-storage services gross margins and in line with our concierge relocation services at more than 60%, on average.

As an additional revenue stream, we may also offer small moving truck rentals at our facilities for customers who would prefer to move their items themselves or with the assistance of a Company moving crew. We estimate this could generate an additional $2 million to $3 million in annual revenue over time, based on 500 to 600 truck rentals per year.

Advertising

In addition to referrals, a key source for customer acquisition has been online digital advertising, such as the use of Google AdWords, as well as social media tools, and direct mail. We plan to increase our budget for advertising over the next year. Given historical results, we anticipate that an increase of $750,000 to $1 million in advertising expenditures would result in a 50 to 70 percent increase in moving revenue. We would anticipate similar results for our concierge storage business as it develops.  

Strategic Acquisitions

We plan to drive organic growth by leveraging our existing customer relationships and the strong referrals they can provide, as well as through our advertising efforts. However, our moving and storage industry is largely fragmented, creating abundant opportunities for growth and regional expansion through strategic acquisitions.

According to BKD Capital Advisors, the transportation and logistics industry recorded 126 M&A transactions in 2021, up from 84 in 2019. This marked the fourth consecutive year of increased M&A volume. The 2020 activity level is especially notable, given the economic uncertainty created by the COVID-19 pandemic.

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The self-storage industry executed a record-breaking $7.7 billion in self-storage deals, according to the commercial real estate research and analysis company, Real Capital Analytics. The dollar total was one-third higher than the sector witnessed in 2019, the report says. A further research study by Real Capital Analytics indicates the self-storage sector has seen exponential growth in the past two years due to COVID-19 increasing migration rates nationwide and displacing office workers as remote work ramped up. In 2021, self-storage saw sales volume rising 180% from the year prior, reaching $23.6 billion.  Also, the average self-storage occupancy rate is about 92% for 2022 and is expected to hold throughout 2023 according to Matthews Real Estate Investment Services for the self-storage sector.

There is to the best of our knowledge, no publicly traded company of our size in our industry with moving and storage as its focus, and especially offering the concierge-level services we provide. We believe our status as such a publicly traded, “pure-play” company would provide us certain advantages as we pursue a strategic acquisition program. We are also considering acquisitions as a way to overcome any future labor shortages and accelerate our growth more rapidly.

Commercial & Government

Given our growing record of large moves for commercial and government customers, we plan to grow this segment of our business by hiring sales staff who would be dedicated to developing and servicing it. We are fully licensed with several state governments in the U.S. as well as with the Ministry of Transportation of Ontario, Canada. Our membership in the New York Teamsters Union also provides us with certain advantages as we pursue commercial and government projects in the state of New York.

Technology

We are in the process of implementing a new state-of-the-art customer relationship management software system (CRM) with engagement analytics. We believe this will help us take better advantage of our customer relationships and scale our business. We are also looking to develop a native mobile app that will provide an interactive system that would be designed to help customers and the Company more easily and efficiently evaluate potential relocation and storage engagements. The app would also be used by our customers to manage their self-storage items, and schedule pick up and deliveries from storage.

At our planned self-storage facilities, we intend to use the latest smart technology that will enable us to fully automate the move-in process and capture more after-hour rentals. We intend to pursue a system in which entry and storage locks will be wireless and keyless, controlled by a customer’s smartphone, which we believe would support greater security, efficiency, customer satisfaction, and lower cost of operation.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding our executive officers, directors and significant employees at the time of effectiveness of this registration statement:

Name	Age	Position
Kevin Britt	42	Chief Executive Officer, President and Director
Garry N. Lowenthal	64	Chief Financial Officer and Director
Julia Britt	39	Chief Accounting Officer
Andre Peschong	56	Director

Set forth below is biographical information about each of the individuals named in the table above:  

Kevin Britt founded the Company in 2013 and has served as Chief Executive Officer since inception. Prior to founding the Company, Mr. Britt worked as a licensed investment advisor at Fordham Financial Management, Inc., and was responsible for investment strategies, portfolio and account management, risk assessment and financial modeling. In addition, he held a New York real estate license and served as a broker for Lincoln Square Realty. Mr. Britt immigrated to the U.S. from Ukraine in 2004 after earning a Master's Degree in Translation and Interpretation from Kiev Taras Shevchenko National University with proficiency in English, French, German, Spanish and Japanese. He utilized his linguistic talents as a simultaneous translator/interpreter and private instructor in the U.S. and Europe. Mr. Britt also holds a Master's Degree in International Finance from the Kiev Institute of International Relations, and a certificate in finance and economics, including an internship at the European Central Bank and Frankfurt Stock Exchange. Mr. Britt’s background as one of our founders and his service as our Chief Executive Officer and President since our inception enables him to bring to the Board of Directors valuable insights and perspectives about the Company, its business, operations and prospects, as well as the moving, logistics and real estate industry generally.

Garry N. Lowenthal has served as the Chief Financial Officer of the Company since December 2021. Mr. Lowenthal has formerly been a director, Executive Vice President and Chief Financial Officer of Fision Corporation (OTCQB: FSSN) from 2010 to 2019. Mr. Lowenthal has been the Managing Partner of Security First International, Inc., a CFO advisory and management consulting firm from March 1, 2019 to present. In December 2021, Mr. Lowenthal became an advisor of the Company through his consulting company, Security First International, Inc. Mr. Lowenthal has over 25 years of extensive experience in senior operations and key finance management positions, both with private and public companies. He has developed a substantial background with equity capital raising transactions while managing both private placements and public offerings for various corporations. Mr. Lowenthal has served on the national board of Financial Executives International (FEI), a premier professional association for CFOs and other senior financial executives. He has also served as President of the Twin Cities Chapter of FEI and, in the past, as chairman of FEI's national technology committee. Mr. Lowenthal has been on the Alumni Advisory Board of the Carlson School of Management at the University of Minnesota where he graduated with a Master's Degree in Taxation and Finance and a Bachelor's Degree in Accounting. He has also served as a District Chairman for the Boy Scouts of America and serves on the President’s Cabinet for the local Council. Garry is also a past President and Director for Kiwanis International in his local community club. As an operational CFO, along with his financial reporting and regulatory expertise, Mr. Lowenthal understands the CEO’s world, while serving as a fiduciary director. Garry’s experiences working for two of the largest CPA/Consulting firms, PricewaterhouseCoopers (PwC) and Deloitte, with various client engagements in diverse industries allows him to bring a unique perspective to the Board of Directors.

Julia Britt has served as the Chief Accounting Officer of the Company since 2013. Mrs. Britt has over 15 years of experience in accounting and financial planning. In her role, Mrs. Britt manages the day-to-day business affairs for the Company, including identifying our short- and long-term goals and strategies. She also oversees financial affairs and prepares monthly, quarterly and annual profit and loss statements, monitors cash flow and analyzes the financial health of the Company. Prior to joining the Company, Mrs. Britt served as a bookkeeper for Desly International Corp. from 2006 to 2008 where she managed Desly’s financial activities, including creating P&L statements, reconciling and balancing accounts, compiling statistical reports for management and ensuring compliance with annual audits. Mrs. Britt’s educational background includes a Master's Degree in Accounting and Audit from Kyiv National Economic University, and certificate accounting courses from Columbia University.

Andre Peschong, brings to the Board more than 25 years of senior management, business development and capital markets experience. Mr. Peschong has structured, negotiated and completed corporate financings and led M&A transactions. In 1995, he co-founded and became managing partner of Bridgewater Capital Corporation, which provides strategic advisory, capital formation, and comprehensive business and revenue development for public and private companies across a range of industries, from mobile and security technology to eCommerce, life sciences,

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healthcare, and consumer products and services. At Bridgewater, he has spearheaded the transition of numerous companies from private to public. Earlier in his career, Mr. Peschong co-managed three investment funds and served as CEO of a consumer products company. He is a member of the advisory board of a London-based international banking firm where he advises its clients on mergers and acquisitions, joint ventures, and divestitures. Mr. Peschong is also currently serving on the board of Oxygen Plus, the first consumer-friendly recreational oxygen company, and is previously serving on the board of Empatho Holdings (CSE: EMPH), a provider of a mobile app powered by proprietary artificial intelligence that strategically guides users to achieve well-being goals. He is also currently serving as a strategic advisor to Ev Dynamics, a global provider of new energy commercial vehicles. A noted expert in investing and economic trends, he has authored and been quoted in articles on angel investing and the economy that have been published in Forbes, Businessweek, the New York Times, and Seeking Alpha. Mr. Peschong is a registered representative in good standing, holding Series 7 and Series 63 licenses issued by the Financial Industry Regulatory Authority (FINRA). Mr. Peschong’s experience brings much needed expertise to our Board of Directors and allows him to chair our Audit Committee.

Controlled Company Status

Upon completion of this offering, the Britt Family will hold a majority of the voting power of our outstanding common stock. Accordingly, we expect to be considered a “controlled company” under the NASDAQ listing rules. As a controlled company, certain exemptions under the NASDAQ listing standards will exempt us from the obligation to have a compensation committee that is composed entirely of independent directors or that we have a majority independent board. We intend to use these exemptions following the completion of this offering. We do not intend to use any other controlled company exemption.

Board Structure

Upon completion of the offering, our Board of Directors will consist, and currently consists, of three members. Under the NASDAQ listing rules, a director will only qualify as an independent director if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules also require that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors undertook a review of the composition of our Board of Directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that Andre Peschong is independent under applicable NASDAQ listing rules and under the criteria set forth in Rule 10A-3 under the Securities and Exchange Act of 1934 in order to serve on the Company’s audit committee.

In accordance with our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws effective upon the completion of the offering, each of our directors will serve for a one-year term or until his or her successor is elected and qualified. Each of our directors and director-nominees must satisfy certain conditions specified in our Amended and Restated Bylaws, including that two of our directors shall be elected by the holders of the Class B common stock, if issued and outstanding, such individuals, the Class B Directors. At each annual meeting of our stockholders, our Class B stockholders, if any, shall vote as a separate group, and will elect the Class B Directors, and all of our stockholders holding common stock will vote as a single group to elect the remaining members of our Board of Directors. There will be no limit on the number of terms a director may serve on our Board of Directors.

Board Committees

Our Board of Directors will have the following committees, each of which will operate under a written charter that will be posted on our website prior to the completion of this offering. The initial members of each committee will be determined prior to the effectiveness of the registration statement of which this prospectus is a part.

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Audit Committee

Our audit committee will assist the board in overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the audit committee will be establishing the scope of the company’s annual audit, review the report and comments of the company’s independent registered public accounting firm, be directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm and will perform any other activities delegated to the committee by the Board of Directors. The Company currently has one independent director on the audit committee and will utilize the phase-in provisions of Rule 5615(b) under the NASDAQ listing rules which will require a majority independent audit committee within 90 days of the Company’s listing on NASDAQ, and a fully independent audit committee upon the one-year anniversary of the Company’s listing on NASDAQ.

Code of Ethics

Our code of business conduct and ethics applies to all of our directors, officers and other employees, including our principal executive officer, principal financial officer and principal accounting officer. Any waiver of the code for directors or executive officers may be made only by our Board of Directors and, following the offering, will be promptly disclosed to our stockholders through publication on our website, https://elatemoving.com and via filings with the SEC, as required. Amendments to the code must be approved by our Board of Directors and will be promptly disclosed (other than technical, administrative or non-substantive changes). A copy of our code of business conduct and ethics will be posted on our website.

Corporate Governance Guidelines

Our Board of Directors will adopt corporate governance guidelines that serve as a flexible framework within which our Board of Directors and its committees operate. These guidelines will cover a number of areas, including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the Board, Chief Executive Officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. Additionally, our Board of Directors will adopt independence standards as part of our corporate governance guidelines. A copy of our corporate governance guidelines will be posted on our website, https://elatemoving.com.

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EXECUTIVE COMPENSATION

Introduction

This Executive Compensation provides an overview of the compensation provided to our named executive officers and the philosophies we expect to adopt following the closing of this offering.

Our named executive officers as of February 12, 2024 are all members of our executive management team:

• Kevin Britt — President and Chief Executive Officer

• Garry N. Lowenthal — Chief Financial Officer

• Julia Britt— Chief Accounting Officer and Corporate Secretary

We expect that our named executive officers will hold the same positions with the company following the closing of this offering. The following table sets forth executive compensation for the fiscal years 2023 and 2022.

Summary Compensation Table

Name and Principal Position	Year	Salary ($)		Stock Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Kevin Britt(1)	2022	$144,104		$-	$-	$-	287,922	$432,026
President and CEO	2023	$182,000		$-	$-	$-	362,385	$544,385
Garry N. Lowenthal (2)	2022	$132,000	(3)	$-	$-	$-	-	$132,000
Chief Financial Officer	2023	$132,000	(3)	$-	$-	$-	-	$132,000
Julia Britt(4)	2022	$124,800		$-	$-	$-	150,000	$274,800
Chief Accounting Officer	2023	$156,000		$-	$-	$-	150,000	$306,000

(1)Mr. Britt’s 2022 and 2023 salary pursuant to his employment agreement is a base of $182,000 annually and an option to purchase up to $150,000 worth of Class A common stock at the fair market value on the date of grant. In addition, Mr. Britt was granted stock 2,500,000 stock options with achievement-based milestones, all or none of which may be achieved in any given year until expiration, as set forth in the Incentive Stock Option Milestone Grant issued to Kevin Britt and included as Exhibit 10.8 to the registration statement of which this prospectus forms a part. These stock options have a reported $287,922 and $362,385 value in All Other Compensation for 2022 and 2023 respectively. 

(2)Mr. Lowenthal’s salary pursuant to his employment agreement is a base of $165,000, with eligibility to receive commission of 10% of any relocation service referrals generated by Mr. Lowenthal on behalf of the Company, and with performance bonuses up to $45,000 in cash and $45,000 worth of restricted Class A common stock, based on Company performance. 

(3)Salary amount shown above is reported as gross earnings (i.e. gross amounts before taxes). Salary amount shown above takes into account a $132,000 annual salary in fiscal years 2022 and 2023 as set forth in Mr. Lowenthal’s 2021 consulting agreement.  

(4)Mrs. Britt’s 2022 and 2023 salary pursuant to her employment agreement is a base of $156,000 annually, with eligibility to receive a cash retention bonus of $150,000 and an option to purchase up to $200,000 worth of Class A common stock at the fair market value on the date of grant.   

In fiscal years 2022 and 2023, the Company paid the named executive officers their salaries pursuant to employment and/or consulting agreements, as applicable. The Company adopted its 2022 Equity Incentive Plan on March 15, 2022 for the benefit of its management and employees. It has no other retirement, pension, profit sharing, stock option or insurance programs for the benefit of its management or employees.

The Company has entered into employment agreements with its executive officers who are a member of the Britt Family, and an employment agreement with Garry Lowenthal.

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Employment Contracts and Termination of Employment

Julia Britt Employment Agreement

On March 15, 2022, we entered into an employment agreement with Mrs. Britt, providing for an annual base salary of not less than $156,000, plus benefits in accordance with our standard benefits package.  Mrs. Britt’s employment agreement also provides for an annual cash retention bonus in the amount of $150,000 should she remain employed with the Company through December 31 of each such year. If Mrs. Britt’s employment is terminated without cause or she terminates her employment for good reason (each as defined in her employment agreement), Mrs. Britt is entitled to an amount equal to the aggregate amount of her base salary for the twelve-month period preceding the termination date plus a pro rata cash retention bonus for the year in which the termination occurs, calculated by the number of days in the applicable year occurring on or before the termination date.

Kevin Britt Employment Agreement

On March 18, 2022, we entered into an employment agreement with Mr. Britt, providing for an annual base salary of not less than $182,000, plus benefits in accordance with our standard benefits package. Mr. Britt’s employment agreement provides for a performance-based option grant, which was memorialized in the Incentive Stock Option Milestone Grant issued to Kevin Britt included as Exhibit 10.8 the registration statement of which this prospectus forms a part, which will vest upon the achievement of certain market capitalization and/or revenue growth milestones. If Mr. Britt’s employment is terminated without cause or he terminates his employment for good reason (each as defined in his employment agreement), Mr. Britt is entitled to an amount equal to the aggregate amount of his base salary for the twelve-month period preceding the termination date.

Garry Lowenthal Employment Agreement

Upon the closing of our initial public offering, an employment agreement with Mr. Lowenthal will be signed and become effective, providing for an annual base salary of not less than $165,000, plus benefits in accordance with our standard benefits package. Mr. Lowenthal is also eligible to receive performance bonuses determined by the year-over-year revenue growth rate of the Company. Subject to approval by the Board of Directors, Mr. Lowenthal shall receive equity compensation in the form of 150,000 stock options subject to the Company’s 2022 Equity Incentive Plan.

Directors and Director Compensation

The authorized number of directors of the Company is presently set at a minimum of one (1) and a maximum of seven (7).  Each director will serve for a term of one year that expires at the following annual stockholders' meeting, or until his or her successor is duly elected and qualified.  Each officer serves at the pleasure of the Board of Directors and until a successor has been qualified and appointed. Currently, the Company’s policy is that non-independent directors and management members of the Company will receive no remuneration for their services as directors, but that the Company will reimburse all directors for any expenses incurred in attending any directors meeting. Our independent directors consist of Andre Peschong.

Upon our initial public offering, independent and non-management members of our Board of Directors will receive cash remuneration for their services as a director as set forth below:

•$1,500 per quarter ($6,000 annually); 

•$1,000 for attendance at the Company’s annual meeting of the stockholders; 

•$1,000 per annum per committee chair; 

•$500 for each committee meeting attended; and 

•$500 for each board meeting attended. 

In addition, such independent directors will be entitled to receive 30,000 stock options to purchase Class A common stock issued each year, vesting in equal quarterly installments over such year of board service. Such stock options shall have a five-year exercise period and contain cashless exercise options.

The Company acquired its sole current property interests from Kevin Britt and Julia Britt, the Company’s initial stockholders, in exchange for 1,000,000 shares of Elate Group’s common stock (the entire authorized capital of Elate Group at that time).

Elate Group’s sole current property interest consists of 100 units of limited liability company member interest (the “LLC Units”) in its wholly owned subsidiary Elate Moving, LLC, a Delaware limited liability company. The transfer of these LLC Units was effected by the execution and delivery of a contribution and exchange agreement in which Mr. Britt and Mrs. Britt agreed to transfer the LLC Units free and clear of liens and encumbrances, but otherwise

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made no other representations, warranties or indemnities. Mr. Britt and Mrs. Britt originally acquired these LLC Units as the sole members of Elate Moving, LLC, in 2013. Mr. Britt and Mrs. Britt believe that such transaction was commercially reasonable, however, there can be no assurance that the terms and conditions of the interest acquisition are as favorable to us as those that could have been obtained in true arms-length negotiations. Moreover, because Mr. Britt and Mrs. Britt will control the Company’s management, there can be no assurance that the Company would enforce a claim against Mr. Britt or Mrs. Britt arising out of any problem related to the acquisition.

Outstanding Equity Awards at Fiscal Year-End

On March 18, 2022 the Company granted 2,500,000 stock options to Mr. Britt with achievement-based milestones, all or none of which may be achieved in 2023, as set forth in the Incentive Stock Option Milestone Grant issued to Kevin Britt included as Exhibit 10.8 to the registration statement of which this prospectus forms a part. This is the only outstanding equity award as of December 31, 2023.

Director Compensation for the year ended December 31, 2023

Name	Fees earned or paid in cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Kevin Britt	$-	$-	$-	$-	$-	$-	$-
Garry N. Lowenthal	$-	$-	$-	$-	$-	$-	$-
Andre Peschong(1)	$-	$-	$-	$-	$-	$-	$-

(1) Independent directors will receive monetary and equity compensation for service as directors following the Company’s initial public offering. See “Directors and Director Compensation.”

Director Compensation for the year ended December 31, 2022

Name	Fees earned or paid in cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Kevin Britt	$-	$-	$-	$-	$-	$-	$-
Garry N. Lowenthal	$-	$-	$-	$-	$-	$-	$-
Andre Peschong(1)	$-	$-	$-	$-	$-	$-	$-

(1) Independent directors will receive monetary and equity compensation for service as directors following the Company’s initial public offering. See “Directors and Director Compensation.”

2022 Equity Incentive Plan

On March 15, 2022, our Board of Directors and stockholders adopted the Elate Group, Inc. 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”) pursuant to which equity-based incentives may be granted to participating employees, directors and consultants. The 2022 Equity Incentive Plan provides for an aggregate reserve of 7,500,000 shares of our Class A common stock. Pursuant to the 2022 Equity Incentive Plan, we offer three forms of equity awards:

• incentive and nonqualified stock options;

• restricted stock; and

• restricted stock units.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In addition to the compensation arrangements with directors and executive officers described under “Executive Compensation,” the following is a description of each transaction that has occurred during our last three fiscal years, and each currently proposed transaction in which:

• we have been or are to be a participant;

• the amount involved exceeded or will exceed $120,000; and

• any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or any member of their immediate family or person sharing their household had or will have a direct or indirect material interest.

Subsequent to September 30, 2021, Kevin Britt and Julia Britt, the two members of Elate Moving, LLC (“Elate Moving”), received membership distributions from Elate Moving. In October 2021, Elate Moving became a wholly owned subsidiary of Elate Group, Inc. (“Elate Group”) through the exchange of 100% of the outstanding membership units (100 units) of Elate Moving held by Kevin Britt and Julia Britt, for 1,000,000 shares of Class A common stock of Elate Group (the “Exchange”). Following the Exchange, Kevin Britt and Julia Britt became the only stockholders of Elate Group.

Following the Exchange, Kevin Britt and Julia Britt, each loaned Elate Group $485,000 in order to aid the operations of Elate Group. We issued promissory notes at a 5% per annum interest rate for a term of one-year representing, in aggregate, $970,000 of indebtedness. On October 4, 2022, the Company and each of Kevin Britt and Julia Britt entered into amendments to the promissory notes to extend the maturity dates to December 31, 2022. The Company repaid these notes, including all accrued interest under the notes in November 2022.

CFO Consulting Agreement

On December 16, 2021, we entered into a consulting agreement with Garry Lowenthal, pursuant to which Mr. Lowenthal agreed to serve as an outside Chief Financial Officer of the Company for an aggregate annual compensation in excess of $120,000. Mr. Lowenthal has agreed to transition from an outside consultant to an employee of the Company, and to enter into an employment agreement with us as our full-time Chief Financial Officer upon the closing of this offering. See “Employment Contracts and Termination of Employment.”

Employment Agreements

Our Chief Executive Officer and Director, Kevin Britt, and our Chief Accounting Officer, Julia Britt, are the founding members and principal stockholders of our Company. Each of Mr. and Mrs. Britt have entered into employment agreements with the Company in which aggregate annual compensation will exceed $120,000. Upon the closing of this offering, an employment agreement with our Chief Financial Officer and Director, Garry Lowenthal, will be signed and become effective, in which the aggregate annual compensation will exceed $120,000. See “Employment Contracts and Termination of Employment.”

Equity Awards

On March 18, 2022, the Company entered into an Incentive Stock Option Milestone Grant with Kevin Britt, pursuant to which Mr. Britt was granted 2,500,000 stock options with achievement-based milestones centering on certain market capitalization and/or revenue growth milestones of the Company. All or none of the milestones may be achieved in 2023, as further set forth in the Incentive Stock Option Milestone Grant issued to Kevin Britt included as Exhibit 10.8 to the registration statement of which this prospectus forms a part.

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Policies and Procedures for Related Party Transactions

Our Board of Directors will adopt a written related person transaction policy, to be effective upon the closing of this offering, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant and a related person had or will have a direct or indirect material interest, as determined by our Board of Directors, including purchases of goods or services by or from the related person or entities in which the related person has a material interest and indebtedness, guarantees of indebtedness or employment by us of a related person. In reviewing any such proposal, our Board of Directors will be tasked to consider all relevant facts and circumstances, including the commercial reasonableness of the terms, the benefit or perceived benefit, or lack thereof, to us, opportunity costs of alternate transactions, the materiality and character of the related person’s direct or indirect interest and the actual or apparent conflict of interest of the related person.

All related party transactions described in this section occurred prior to adoption of this policy and, as such, these transactions were not subject to the approval and review procedures set forth in the policy.

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PRINCIPAL STOCKHOLDERS

At the time of this offering, there are zero (0) record holders of Class B common stock and two (2) record holders of Class A common stock. The following table sets forth information regarding beneficial ownership of our Class A common stock and Class B common stock immediately prior to the initial public offering and after giving effect to the initial public offering, by:

• each of the directors and named executive officers individually;

• all directors and executive officers as a group; and

• each person whom we know to own beneficially more than 5% of our Class A or Class B common stock.

The number of shares of Class A common stock outstanding after this offering includes 1,250,000 shares of Class A common stock underlying the Units being offered for sale by us in this offering and assumes exercise of the Pre-funded Warrants, but no exercise of any Series A Warrants, Underwriter Warrants, or the underwriters’ over-allotment option. The percentage of beneficial ownership for the following table is based on 3,750,000 shares of Class A common stock and 0 shares of Class B common stock outstanding immediately prior to the initial public offering, and 5,000,000 shares of Class A common stock (assuming the exercise of any Pre-funded Warrants) and 0 shares of Class B common stock outstanding after the completion of this offering (which assumes no exercise of the Series A Warrants, the Underwriter Warrants or the underwriters’ over-allotment option).

Beneficial ownership for purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if they have or share the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof, or have the right to acquire such powers within 60 days. Accordingly, the following table does not include options to purchase shares of our common stock that are not exercisable within the next 60 days. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Class A common stock or Class B common stock. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Elate Group, Inc., 305 Broadway, Floor 7, New York, New York 10007.

	Shares of Class A Common	Percentage of Shares of Class A Common Stock Beneficially Owned				Shares of Class B Common	Shares of Class B Common	Percentage of Shares of Class B Common Stock Beneficially Owned				Percentage of Total Voting Power Held
Name of Beneficial Owner	Stock Beneficially Owned	Before Offering(2)		After Offering(3)		Stock Beneficially Owned	Stock Offered Hereby	Before Offering(4)		After Offering(5)		Before Offering (6)		After Offering(7)
Named executive officers and directors(7):
Kevin Britt (1)	3,750,000	100	%	75.00	%	-	-	0	%	0	%	100	%	75.00%
Julia Britt (1)	3,750,000	100	%	75.00	%	-	-	0	%	0	%	100	%	75.00%

_____________________

(1)	This tables assumes that the members of the Britt Family are acting as a group and as a result have beneficial ownership over shares held by the other member (i.e., Kevin Britt’s beneficial shares reported include his and Julia Britt’s Class A common stock held collectively, and Julia Britt’s beneficial shares reported include hers and Kevin Britt’s Class A common stock held collectively).
(2)	Assumes 3,750,000 shares of Class A common stock issued and outstanding before this offering.
(3)	Assumes 5,000,000 shares of Class A common stock issued and outstanding following this offering.
(4)	Assumes 0 shares of Class B common stock issued and outstanding before this offering.
(5)	Assumes 0 shares of Class B common stock issued and outstanding following this offering.
(6)	Assumes Class A common stock has 3,750,000 total votes and Class B common stock has 0 total votes (for a total of 3,750,000 votes) before this offering.
(7)	Assumes Class A common stock has 5,000,000 total votes and Class B common stock has 0 total votes (for a total of 5,000,000 votes) following this offering.

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	Shares of Class A Common	Percentage of Shares of Class A Common Stock Beneficially Owned				Shares of Class B Common	Shares of Class B Common	Percentage of Shares of Class B Common Stock Beneficially Owned				Percentage of Total Voting Power Held
Name of Beneficial Owner	Stock Beneficially Owned	Before Offering(1)		After Offering(2)		Stock Beneficially Owned	Stock Offered Hereby	Before Offering(4)		After Offering(5)		Before Offering(6)		After Offering(7)
All directors and executive officers as a group (2 persons)	3,750,000	100	%	75.00	%	-	-	0	%	0	%	100	%	75.00%
Other greater than 5% Stockholders:	-	-		-		-	-	-		-		-		-

(1)	Assumes 3,750,000 shares of Class A common stock issued and outstanding before this offering.
(2)	Assumes 5,000,000 shares of Class A common stock issued and outstanding following this offering.
(4)	Assumes 0 shares of Class B common stock issued and outstanding before this offering.
(5)	Assumes 0 shares of Class B common stock issued and outstanding following this offering.
(6)	Assumes Class A common stock has 3,750,000 total votes and Class B common stock has 0 total votes (for a total of 3,750,000 votes) before this offering.
(7)	Assumes Class A common stock has 5,000,000 total votes and Class B common stock has 0 total votes (for a total of 5,000,000 votes) following this offering.

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DESCRIPTION OF SECURITIES

The following descriptions are summaries of the material terms of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws that will be in effect at or prior to the consummation of this offering and the terms of any securities. Reference is made to the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, these documents, forms of which are exhibits to the registration statement of which this prospectus is a part, and applicable law including the Delaware General Corporation Law (“DGCL”).

General

Following completion of this offering, our authorized capital stock will consist of 48,000,000 shares of Class A common stock, $0.0001 par value per share, 2,000,000 shares of Class B common stock, $0.0001 par value per share and 1,000,000 shares of preferred stock, $0.0001 par value per share. As of February 12, 2024, there were 2 holders of record of common stock.

Upon completion of this offering 5,000,000 shares of Class A common stock and 0 shares of Class B common stock will be issued and outstanding (assuming the exercise of any Pre-funded Warrants), which excludes:

•	2,500,000 shares of Class A common stock issuable upon exercise of currently outstanding options;
•	2,500,000 shares of Class A common stock issuable upon exercise of the Series A Warrants to investors in this offering;
•	187,500 shares of Class A common stock issuable in the underwriters’ over-allotment option;
	375,000 shares of Class A common stock issuable upon exercise of the Series A Warrants in the underwriters’ over-allotment option; and
•	37,500 shares of Class A common stock issuable upon exercise of the Underwriter Warrants.

Common Units

Each Common Unit consists of one share of Class A common stock and two Series A Warrants, with each Series A Warrant exercisable for one share of Class A common stock. The Common Units will not be issued or certificated. Purchasers of Common Units will receive only shares of Class A common stock and Series A Warrants. The Class A common stock and the Series A Warrants may be transferred separately immediately upon issuance.

Pre-funded Units

Each Pre-funded Unit consists of one Pre-funded Warrant and two Series A Warrants, each Series A Warrant exercisable for one share of Class A common stock. The Pre-funded Units will not be issued or certificated. Purchasers of Pre-funded Units will receive only Pre-funded Warrants and Series A Warrants. The Pre-funded Warrants and Series A Warrants may be transferred separately immediately upon issuance.

Class A Common Stock

Class A common stock outstanding. Upon completion of this offering, there will be 5,000,000 shares of Class A common stock outstanding, assuming the exercise of any Pre-funded Warrants but no exercise of (i) the Series A Warrants, (ii) the Underwriter Warrants, and (iii) the underwriters’ over-allotment option. All outstanding shares of Class A common stock are fully paid and non-assessable. The Britt Family will beneficially own 3,750,000 outstanding shares of Class A common stock upon completion of this offering.

Voting rights. The holders of Class A common stock are entitled to one vote per share on all matters to be voted upon by our stockholders, except for the election of Class B Directors. Our Class A stockholders and Class B stockholders, if any, will vote together as a single group on all matters (including the election of directors that are not classified as Class B Directors in our Amended and Restated Certificate of Incorporation) submitted to a vote of stockholders, except as otherwise expressly provided for in our Amended and Restated Certificate of Incorporation or required by applicable law.

Conversion. Our Class A common stock is not convertible into any other shares of our capital stock.

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Class B Common Stock

Class B common stock outstanding. Upon completion of this offering, there will be 0 shares of Class B common stock outstanding.

Voting rights. A holder of Class B common stock is entitled to ten votes per share on all matters to be voted upon by our stockholders.

Conversion. Any outstanding shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis upon any transfer of Class B common stock to a third party, whether or not for value and whether voluntary or involuntary. We shall at all times reserve and keep available out of our authorized but unissued shares of Class A common stock a number of shares of Class A common stock sufficient to effect the conversion of all then outstanding shares of Class B common stock. Our Class B common stock is not and will not be listed for trading on any national stock exchange. Therefore, no trading market is expected to develop in our Class B common stock.

Other Rights of Class A Common Stock and Class B Common Stock Generally

Except as otherwise provided in our Amended and Restated Certificate of Incorporation or as required by applicable law, the rights of the holders of Class A common stock and Class B common stock are identical, except for the voting rights and conversion, as described above.

Distribution rights. Subject to preferences that may be applicable to any outstanding preferred stock and except as otherwise provided in the Amended and Restated Certificate of Incorporation, the holders of Class A common stock and Class B common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available therefor. See “Dividend Policy.” However, a different dividend per share of Class A common stock and Class B common stock may be made if such different dividend is approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of both Class A common stock and Class B common stock, each voting as a separate group. Also, see “Merger or consolidation” below.

Rights upon liquidation. In the event of any dissolution, liquidation or winding up of the company, the holders of Class A common stock and Class B common stock are entitled to share ratably in all assets and funds remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. However, a different distribution per share of Class A common stock and Class B common stock may be made if such different distribution is approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of both Class A common stock and Class B common stock, each voting as a separate group.

Subdivision or combination. Shares of Class A common stock and Class B common stock may not be subdivided or combined unless the shares of the other class are concurrently therewith proportionately subdivided or combined in the manner that maintains the same proportionate equity ownership between the holders of the outstanding Class A common stock and Class B common stock on the record date of such subdivision or combination. However, the shares of one class may be subdivided or combined in a different or disproportionate manner if such subdivision or combination is approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of both Class A common stock and Class B common stock, each voting as a separate group.

Merger or consolidation. In the case of any distribution or payment in respect of the shares of Class A common stock and Class B common stock upon the consolidation or merger of the company with or into any other entity, such distribution or payment shall be made ratably on a per share basis among the holders of Class A common stock and Class B common stock as a single class. However, shares of one such class may receive different or disproportionate distributions or payments in connection with such merger or consolidation if (i) the only difference in the per share distribution to the holders of the Class A common stock and Class B common stock is that any securities distributed to a holder of a share of Class B common stock have ten times the voting power of any securities distributed to the holder of Class A common stock or (ii) such merger or consolidation is approved by the affirmative vote of the holders of a majority of the outstanding shares of both Class A common stock and Class B common stock, each voting as a separate group.

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Other rights. The holders of our Class A common stock and Class B common stock have no preemptive, subscription or conversion rights, other than the conversion of Class B common stock into Class A common stock on a one-for-one basis. There are no redemption or sinking fund provisions applicable to the Class A common stock and Class B common stock. The rights, preferences and privileges of holders of our Class A common stock and Class B common stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future.

Preferred Stock

Our Board of Directors has the authority to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders.

The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the company without further action by the stockholders and may adversely affect the voting and other rights of the holders of Class B common stock. At present, we have no plans to issue any preferred stock.

Pre-funded Warrants and Series A Warrants to be Issued in This Offering

Pre-funded Warrants

The following summary of certain terms and provisions of the Pre-funded Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by the provisions of, the Pre-funded Warrant, the form of which has been filed as an exhibit to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions of the form of Pre-funded Warrant for a complete description of the terms and conditions of the Pre-funded Warrants.

The term “pre-funded” refers to the fact that the purchase price of our Class A common stock in this offering includes almost the entire exercise price that will be paid under the Pre-funded Warrants, except for a nominal remaining exercise price of $0.001. The purpose of the Pre-funded Warrants is to enable investors that may have restrictions on their ability to beneficially own more than 4.99% (or, upon election of the holder, 9.99%) of our outstanding Class A common stock following the consummation of this offering the opportunity to invest capital into the company without triggering their ownership restrictions, by receiving Pre-funded Warrants in lieu of our Class A common stock which would result in such ownership of more than 4.99% (or 9.99%), and receive the ability to exercise their option to purchase the shares underlying the Pre-funded Warrants at such nominal price at a later date.

Form.    The Pre-funded Warrants will be issued as individual warrant agreements to the investors.

Exercisability.    The Pre-funded Warrants offered hereby will entitle the holders thereof to purchase shares of our Class A common stock at a nominal exercise price of $0.001 per share, commencing immediately on the date of issuance, until exercised in full. The Pre-funded Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the shares of Class A common stock underlying the Pre-funded Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of shares of Class A common stock purchased upon such exercise. If a registration statement registering the issuance of the shares of Class A common stock underlying the Pre-funded Warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the Pre-funded Warrants through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Class A common stock determined according to the formula set forth in the Pre-funded Warrant. No fractional shares of Class A common stock will be issued in connection with the exercise of a Pre-funded Warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Exercise Limitation.    A holder will not have the right to exercise any portion of the Pre-funded Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of shares of our Class A common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-funded Warrants. However, any holder may increase or decrease such percentage, provided that any increase will not be effective until the 61^st day after such election.

Exercise Price.    The Pre-funded Warrants will have an exercise price of $0.001 per share. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Class A common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

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Transferability.    Subject to applicable laws, the Pre-funded Warrants may be offered for sale, sold, transferred or assigned without our consent.

Exchange Listing.    There is no established trading market for the Pre-funded Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Pre-funded Warrants on any national securities exchange or other nationally recognized trading market. Without an active trading market, the liquidity of the Pre-funded Warrants will be limited.

Fundamental Transactions.    If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations under the Pre-funded Warrants with the same effect as if such successor entity had been named in the Pre-funded Warrant itself. If holders of our Class A common stock are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of the Pre-funded Warrant following such fundamental transaction.

Rights as a Stockholder.    Except as otherwise provided in the Pre-funded Warrants or by virtue of such holder’s ownership of shares of our Class A common stock, the holder of a Pre-funded Warrant does not have the rights or privileges of a holder of our Class A common stock, including any voting rights, until the holder exercises the Pre-funded Warrant.

Governing Law.    The Pre-funded Warrants are governed by New York law.

Series A Warrants.

The following summary of certain terms and provisions of the Series A Warrants offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Series A Warrant, the form of which have been filed as an exhibit to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions of the form of Series A Warrant for a complete description of the terms and conditions of the Series A Warrants.

Form.    The Series A Warrants will be evidenced by a global warrant issued in registered form under a warrant agency agreement between Colonial Stock Transfer Co, Inc., as warrant agent, and us.

Exercisability.    The Series A Warrants are exercisable at any time after their original issuance and at any time up to the date that is five years after their original issuance. The Series A Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the shares of Class A common stock underlying the Series A Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of shares of Class A common stock purchased upon such exercise. If a registration statement registering the issuance of the shares of Class A common stock underlying the Series A Warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the Series A Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Class A common stock determined according to the formula set forth in the Series A Warrants. No fractional shares of Class A common stock will be issued in connection with the exercise of a Series A Warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Exercise Limitation.    A holder will not have the right to exercise any portion of the Series A Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of shares of our Class A common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series A Warrants. However, any holder may increase or decrease such percentage, provided that any increase will not be effective until the 61^st day after such election.

Exercise Price.    The Series A Warrants will have an exercise price of $4.00 per share. The exercise price is subject to appropriate adjustment in the event of dilutive issuances (subject to certain exceptions), stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our Class A common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders. Notwithstanding anything to the contrary, in no event will the exercise price of the Series A Warrants be adjusted to a price less than $2.13 (fifty percent (50%) of the initial public offering price of the Units in this offering) as a result of the issuance of any Class A common stock or any securities convertible into or exercisable or exchangeable for, Class A common stock, at an effective price per share less than the then the exercise price then in effect.

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In the event of a reverse stock split, the exercise price of the Series A Warrants shall be proportionately increased and the number of shares of Class A common stock issuable upon exercise of the Series A Warrants shall be proportionately reduced.

Cashless Exercise.    The Series A Warrants shall be exercisable on a cashless basis in the event we do not have an effective registration statement under the Securities Act that includes the shares of Class A common stock issuable upon exercise of the Series A Warrants.

Call Feature.    The warrants are callable by us in certain circumstances. If, after the closing date of this offering, (i) the volume weighted average price of the shares of Class A common stock for each of 20 consecutive trading days (the “Measurement Period”) is (a) with respect to the 60-day period following the issuance date of the Series A Warrants, equal to or greater than 200% of the initial exercise price of the Series A Warrants and (b) with respect to all subsequent periods, equal to or greater than 150% of the initial exercise price of the Series A Warrants, (ii) the average daily trading volume of our Class A common stock for such Measurement Period exceeds $1,000,000 per trading day, and (iii) the holders of Series A Warrants are not in possession of any information that constitutes, or might constitute, material non-public information, which was provided by us or any of our officers, directors, employees, agents or affiliates, then we may, in our sole discretion, within one trading day of the end of such Measurement Period, upon notice (a “Call Notice”), call for cancellation of all, and only all, of the Series A Warrants for which a notice of exercise has not yet been delivered (a “Call”) for consideration equal to $0.001 per share of Class A common stock issuable upon exercise of such Series A Warrants. Any portion of a Series A Warrant subject to such Call Notice for which a notice of exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirteenth trading day after the date the Call Notice is received by the holder.

Transferability.    Subject to applicable laws, the warrants may be offered for sale, sold, transferred or assigned without our consent.

Exchange Listing.    In connection with this offering, we have applied to have our Class A common stock and the Series A Warrants listed on NASDAQ under the symbols “ELGP” and “ELGPW,” respectively. There is no established trading market for the Series A Warrants and an active trading market for the Series A Warrants may not develop or be sustained.

Fundamental Transactions.    If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations under the Series A Warrants with the same effect as if such successor entity had been named in the Series A Warrant itself. If holders of our Class A common stock are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of the Series A Warrants following such fundamental transaction.

Rights as a Stockholder.    Except as otherwise provided in the Series A Warrants or by virtue of such holder’s ownership of shares of our Class A common stock, the holder of a Series A Warrant does not have the rights or privileges of a holder of our Class A common stock, including any voting rights, until the holder exercises the Series A Warrant.

Governing Law. The Series A Warrants are governed by New York law.

Warrant Agent. The Series A Warrants will be issued in registered form under a warrant agency agreement between Colonial Stock Transfer Co, Inc., as warrant agent, and us. The Series A Warrants shall initially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf of The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

Election and Removal of Directors; Vacancies

Our Board of Directors will consist of a minimum of one (1) director and a maximum of seven (7) directors. The exact number of directors will be fixed from time to time by resolution of the Board of Directors. In accordance with our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, each of our directors will serve for a one-year term or until his or her successor is duly elected and qualified. At each annual meeting of our stockholders, our stockholders will elect the members of our Board of Directors. There will be no limit on the number of terms a director may serve on our Board of Directors.

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No Cumulative Voting

The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our Amended and Restated Certificate of Incorporation provides otherwise. Our Amended and Restated Certificate of Incorporation does not provide for cumulative voting for the election of directors.

Stockholder Action by Written Consent

The DGCL permits stockholder action by written consent unless prohibited by our Amended and Restated Certificate of Incorporation. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws do not prohibit stockholder action by written consent for any action that may be taken at a stockholders’ meeting if written consents are submitted and signed by stockholders entitled to vote at a meeting with voting power not less than the minimum number of votes entitled to vote on such action were a meeting to vote on such action to be held.

Stockholder Meetings

Our Amended and Restated Bylaws provide that special meetings of stockholders may be called only by our Board of Directors or our chief executive officer or the Britt Family prior to the Britt Family controlling less than 35% of the outstanding voting percentage of Company common stock, or if a Director shall be elected at such meeting, by any stockholder of record entitled to cast a vote for our Board of Directors.

Amendment of Amended and Restated Certificate of Incorporation

The affirmative vote of holders of more than 50% of the voting power of our outstanding shares of common stock will generally be required to amend provisions of our Amended and Restated Certificate of Incorporation.

Amendment of Amended and Restated Bylaws

Our Amended and Restated Bylaws may generally be altered, amended or repealed, and new bylaws may be adopted, with:

• the affirmative vote of a majority of our directors; or

• the affirmative vote of holders of at least a majority of the voting power of our outstanding shares of voting stock.

Other Limitations on Stockholder Actions

Our Amended and Restated Bylaws will also impose some procedural requirements on stockholders who wish to:

• make nominations in the election of directors;

• propose that a director be removed;

• propose any repeal or change in our bylaws; or

• propose any other business to be brought before an annual or special meeting of stockholders.

Under these procedural requirements, in order to bring a proposal before a meeting of stockholders, a stockholder must deliver timely notice of a proposal pertaining to a proper subject for presentment at such a meeting, and such notice must be accompanied with the following information:

•a brief description of the business desired to be brought before the meeting of stockholders and the reasons for conducting such business at the meeting; 

•with respect to the stockholder proposing such business: 

•the name and address, as they appear on our books and records; 

•the class and number of shares owned (beneficially or of record) or any other type of ownership, including but not limited to, through any derivative instrument or a proxy, contract or other arrangement that gives the stockholder the right to vote any of our shares; 

•information of such stockholder that would be required to be disclosed in a proxy statement or other filings in accordance with applicable SEC regulations; 

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•a representation that such stockholder is a holder of record of stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such proposed business; and 

•any interest of the stockholder in such business. 

To be timely, a stockholder must generally deliver notice:

•to the Secretary of the company at our principal office; and 

•not later than the close of business on the 90^th day prior to, and not earlier than the close of business on the 120^th day in advance of the anniversary of, the annual meeting of stockholders held in the prior year. 

Limitation of Liability of Directors and Officers

Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide for indemnification of our directors to the fullest extent permitted by the DGCL. The DGCL permits a corporation to limit or eliminate a director’s personal liability to the corporation or the holders of its capital stock for breach of duty. This limitation is generally unavailable for acts or omissions by a director which (i) were in bad faith, (ii) were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (iii) involved a financial profit or other advantage to which such director was not legally entitled.

The DGCL also prohibits limitations on director liability for acts or omissions which resulted in a violation of a statute prohibiting certain dividend declarations, certain payments to stockholders after dissolution and particular types of loans. The effect of these provisions is to eliminate the rights of our Company and our stockholders (through stockholders’ derivative suits on behalf of our Company) to recover monetary damages against a director for breach of fiduciary duty as a director (including breaches resulting from grossly negligent behavior), except in the situations described above. These provisions will not limit the liability of directors under the federal securities laws of the U.S.

As a result, our stockholders do not have the right, through stockholders’ derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above. Our Amended and Restated Bylaws contain indemnification provisions that are substantially similar to the statutory indemnification provisions.

Forum Selection

Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended, provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws, as amended, (iv) any action to interpret, apply, enforce or determine the validity of our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws, as amended or (v) any action asserting a claim against us that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our certificate of incorporation described in the preceding sentence.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, as amended, inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Under the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended, to the fullest extent permitted by law, this exclusive forum provision will apply to state and federal law claims, including claims under the federal securities laws (which includes the Securities Act and the Exchange Act), however, stockholders of the Company will not be deemed to have waived the Company’s compliance with federal securities laws and the rules and regulations thereunder. The enforceability of similar forum selection provisions in the governing documents of other companies has been challenged in legal proceedings, and it is possible that in connection with claims arising under federal securities laws or otherwise, a court may find the exclusive forum provision contained in our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended, to be inapplicable or unenforceable.

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Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws

So long as the Class A common stock held by the Britt Family represents a majority of the voting power of Class A common stock, the Britt Family will effectively control all matters submitted to our stockholders for a vote, as well as the overall management and direction of the company, which may have the effect of delaying, deferring or discouraging another person from acquiring control of the company. After such time as the shares of our Class A Class A common stock held by the Britt Family no longer represent a majority of the voting power of our Class A common stock, the provisions of Delaware law, our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of the company.

Some provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws could make the following more difficult:

· acquisition of control of us by means of a proxy contest or otherwise; or

· removal of our incumbent officers and directors.

These provisions, as well as our ability to issue preferred stock, are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms.

Anti-Takeover Provisions of the Delaware General Corporation Law

Delaware Anti-Takeover Statutes

We have elected to be governed by Section 203 of the Delaware General Corporation Law (“DGCL”), an anti-takeover law, which we refer to as “Section 203.” This law prohibits a publicly held Delaware corporation from engaging under certain circumstances in a business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

·prior to the date of the transaction, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; 

·upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or 

·on or subsequent to the date of the transaction, the business combination is approved by our Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. 

Section 203 defines “business combination” to include: any merger or consolidation involving us and the interested stockholder; any sale, transfer, pledge or other disposition of 10% or more of our assets involving the interested stockholder; in general, any transaction that results in the issuance or transfer by us of any of our stock to the interested stockholder; or the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through us. In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any such entity or person. A Delaware corporation may opt out of this provision by express provision in its original certificate of incorporation or by amendment to its certificate of incorporation or bylaws approved by its stockholders. We have opted to be governed by this provision and, accordingly, we will be subject to any anti-takeover effects of Section 203.

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Listing

We have applied to list our Class A common stock on NASDAQ under the symbol “ELGP” and our Series A Warrants under the symbol “ELGPW”.

Transfer Agent, Warrant Agent and Registrar

The transfer agent and registrar for the Class A common stock and the warrant agent for the Series A Warrants is Colonial Stock Transfer Co, Inc.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF THE SECURITIES

The following discussion is a summary of the material U.S. federal income tax consequences of the purchase, ownership and disposition of the shares of Class A common stock and accompanying Series A Warrants or components thereof, which we refer to collectively as the securities, issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of the securities. This discussion also does not take into account or address any impact from the recently enacted tax legislation. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of the securities.

This discussion is limited to holders that hold the securities as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

•U.S. expatriates and former citizens or long-term residents of the United States; 

•persons subject to the alternative minimum tax; 

•persons holding the securities as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment; 

•banks, insurance companies, and other financial institutions; 

•brokers, dealers or traders in securities; 

•real estate investment trusts or regulated investment companies; 

•“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; 

•partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); 

•tax-exempt organizations or governmental organizations; 

•persons deemed to sell the Securities under the constructive sale provisions of the Code; 

•persons for whom our common stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code; 

•persons who hold or receive the Securities pursuant to the exercise of any employee stock option or otherwise as compensation; and 

•tax-qualified retirement plans. 

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds the securities, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding the Securities and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE SECURITIES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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Each Common Unit or Pre-funded Unit will be treated for U.S. federal income tax purposes as an investment unit consisting of one share of our Class A common stock and two Series A Warrants, each to purchase one share of Class A common stock. In determining their tax basis, holders of securities should allocate their purchase price for Units between the Class A common stock (or Pre-funded Warrants as Class A common stock) and the Series A Warrants on the basis of their relative fair market values at the time of issuance. The Company does not intend to advise holders of the securities with respect to this determination, and holders of the securities are advised to consult their tax and financial advisors with respect to the relative fair market values of the Class A common stock and the Series A Warrants for U.S. federal income tax purposes.

Tax Considerations Applicable to U.S. Holders

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of the securities that, for U.S. federal income tax purposes, is:

•an individual who is a citizen or resident of the United States; 

•a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia; 

•an estate, the income of which is subject to U.S. federal income tax regardless of its source; or 

•a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code), or (2) has made a valid election under applicable Treasury Regulations to continue to be treated as a United States person. 

Distributions

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our Class A common stock in the foreseeable future. However, if we do make distributions on our Class A common stock, such distributions of cash or property on our Class A common stock will constitute dividends to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Dividends received by a corporate U.S. Holder may be eligible for a dividends received deduction, subject to applicable limitations. Dividends received by certain non-corporate U.S. Holders, including individuals, are generally taxed at the lower applicable capital gains rate provided certain holding period and other requirements are satisfied. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital and first be applied against and reduce a U.S. Holder’s adjusted tax basis in its Class A common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below in the section relating to the sale or disposition of our Class A common stock.

Cash distributions paid on the Pre-funded Warrants, on an “as-converted” basis, if any, are subject to substantially the same tax consequences as described in the preceding paragraph for Class A common stock; however, distributions received in respect of a Pre-funded Warrant may not qualify for the lower tax rates applicable to qualified dividend income. U.S. holders should consult their own tax advisors regarding the property treatment of any distributions paid on the Pre-funded Warrants.

Sale or Other Taxable Disposition of Class A common stock

Upon the sale, exchange or other taxable disposition of the Class A common stock, a U.S. Holder generally will recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any property received upon the sale, exchange or other taxable disposition and (ii) such U.S. Holder’s adjusted tax basis in the Class A common stock. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in such Class A common stock is more than one year at the time of the sale, exchange or other taxable disposition. Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, generally will be subject to reduced rates of U.S. federal income tax. The deductibility of capital losses is subject to certain limitations.

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Sale or Other Disposition, or Exercise of Series A Warrants

Upon the sale or other disposition of a Series A Warrant (other than by exercise), a U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the sale or other disposition and the U.S. Holder’s tax basis in the Series A Warrant. This capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in such Series A Warrant is more than one year at the time of the sale or other disposition. The deductibility of capital losses is subject to certain limitations.

In general, a U.S. Holder will not be required to recognize income, gain or loss upon exercise of a Series A Warrant for its exercise price. A U.S. Holder’s tax basis in a share of Class A common stock received upon exercise of the Series A Warrants will be equal to the sum of (i) the U.S. Holder’s tax basis in the Series A Warrants exchanged therefor and (ii) the exercise price of such Series A Warrants. A U.S. Holder’s holding period in the Class A common stock received upon exercise will commence on the day after such U.S. Holder exercises the Series A Warrants.

If a Series A Warrant expires without being exercised, a U.S. Holder will recognize a capital loss in an amount equal to such holder’s tax basis in the Series A Warrant. Such loss will be long-term capital loss if, at the time of the expiration, the U.S. Holder’s holding period in such Series A Warrant is more than one year. The deductibility of capital losses is subject to certain limitations.

Constructive Dividends on Series A Warrants

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our Class A common stock in the foreseeable future. However, if at any time during the period in which a U.S. Holder holds Series A Warrants, we were to pay a taxable dividend to our stockholders and, in accordance with the anti-dilution provisions of the Series A Warrants, the exercise price of the Series A Warrants were decreased, that decrease would be deemed to be the payment of a taxable dividend to a U.S. Holder of the Series A Warrants to the extent of our earnings and profits, notwithstanding the fact that such holder will not receive a cash payment. If the exercise price is adjusted in certain other circumstances (or in certain circumstances, there is a failure to make adjustments), such adjustments may also result in the deemed payment of a taxable dividend to a U.S. Holder. U.S. Holders should consult their tax advisors regarding the proper treatment of any adjustments to the exercise price of the Series A Warrants.

Information Reporting and Backup Withholding

A U.S. Holder may be subject to information reporting and backup withholding when such holder receives payments on the Class A common stock or Series A Warrants (including constructive dividends) or receives proceeds from the sale or other taxable disposition of Class A common stock or Series A Warrants. Certain U.S. Holders are exempt from backup withholding, including corporations and certain tax-exempt organizations. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and such holder:

•fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number; 

•furnishes an incorrect taxpayer identification number; 

•is notified by the IRS that the holder previously failed to properly report payments of interest or dividends; or 

•fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification number and that the IRS has not notified the holder that the holder is subject to backup withholding. 

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

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Tax Considerations Applicable to Non-U.S. Holders

Definition of a Non-U.S. Holder

A “non-U.S. holder” means a beneficial owner of our securities that is a person or entity (other than an entity treated as a partnership for U.S. federal income tax purposes) that, for U.S. federal income tax purposes, is:

·a non-resident alien individual, other than certain former citizens and residents of the U.S. subject to tax as expatriates; 

·a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of a jurisdiction other than the U.S. or any state or political subdivision thereof or the District of Columbia; or 

·an estate or trust, other than an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. 

A “non-U.S. holder” does not include an individual who is present in the U.S. for 183 days or more in the taxable year of the disposition of such individual’s securities and is not otherwise a resident of the U.S. for U.S. federal income tax purposes. Such an individual is urged to consult his or her own tax advisor regarding the U.S. federal income tax consequences of the disposition of our securities.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our securities, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are such an entity or arrangement holding our securities, or a partner in such an entity or arrangement, you should consult your own tax advisors regarding the purchase, ownership and disposition of our securities.

Distributions

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our Class A common stock in the foreseeable future. However, if we do make distributions of cash or property on our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its Class A common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “Tax Considerations Applicable to Non-U.S. Holders—Sale or Other Taxable Disposition.”

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder of our Class A common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

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Sale or Other Taxable Disposition of Class A common stock or Series A Warrants

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our Class A common stock unless:

•the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable); or 

•the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met, 

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Exercise of Series A Warrants

A non-U.S. Holder generally will not be subject to U.S. federal income tax on the exercise of Series A Warrants into shares of Class A common stock. However, if a cashless exercise of Series A Warrants results in a taxable exchange, as described in “Tax Considerations Applicable to U.S. Holders—Sale or Other Disposition, Exercise or Expiration of Series A Warrants,” the rules described below under “Sale or Other Disposition of Class A Common Stock or Series A Warrants” would apply.

Constructive Dividends on Series A Warrants

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our Class A common stock in the foreseeable future. However, if at any time during the period in which a non- U.S. Holder holds Series A Warrants we were to pay a taxable dividend to our stockholders and, in accordance with the antidilution provisions of the Series A Warrants, the exercise price of the Series A Warrants were decreased, that decrease would be deemed to be the payment of a taxable dividend to a non-U.S. Holder to the extent of our earnings and profits, notwithstanding the fact that such holder will not receive a cash payment. If the exercise price is adjusted in certain other circumstances (or in certain circumstances, there is a failure to make adjustments), such adjustments may also result in the deemed payment of a taxable dividend to a non-U.S. Holder. Any resulting withholding tax attributable to deemed dividends may be collected from other amounts payable or distributable to the non-U.S. Holder. Non-U.S. Holders should consult their tax advisors regarding the proper treatment of any adjustments to the Series A Warrants.

Treatment of Pre-funded Warrants

Although it is not entirely free from doubt, a Pre-funded Warrant should be treated as a share of our Class A common stock for U.S. federal income tax purposes and a holder of Pre-funded Warrants should generally be taxed in the same manner as a holder of Class A common stock, as described below. Accordingly, no gain or loss should be recognized upon the exercise of a Pre-funded Warrant and, upon exercise, the holding period of a Pre-funded Warrant should carry over to the share of Class A common stock received. Similarly, the tax basis of the Pre-funded Warrant should carry over to the share of Class A common stock received upon exercise, increased by the exercise price of $0.001 per share. Each holder should consult his, her or its own tax advisor regarding the risks associated with the acquisition of Pre-funded Warrants pursuant to this offering (including potential alternative characterizations).

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FATCA Withholding

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as FATCA), payments of dividends on and the gross proceeds of dispositions of our Class A common stock paid to (i) a “foreign financial institution” (as specifically defined in the Code) or (ii) a “non-financial foreign entity” (as specifically defined in the Code) will be subject to a withholding tax (separate and apart from, but without duplication of, the withholding tax described above) at a rate of 30%, unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied or an exemption from these rules applies. Under proposed U.S. Treasury regulations promulgated by the Treasury Department on December 13, 2018, which state that taxpayers may rely on the proposed Treasury regulations until final Treasury regulations are issued, this withholding tax will not apply to the gross proceeds from the sale or disposition of our Class A common stock. An intergovernmental agreement between the U.S. and an applicable foreign country may modify these requirements. If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “—Dividends,” the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. Non-U.S. holders should consult their tax advisors regarding the possible implications of this withholding tax on their investment in our Class A common stock.

Information Reporting and Backup Withholding

Amounts treated as payments of dividends on our Class A common stock paid to a non-U.S. holder and the amount of any U.S. federal tax withheld from such payments generally must be reported annually to the IRS and to such non-U.S. holder by the applicable withholding agent.

The additional information reporting and backup withholding rules that apply to payments of dividends to certain U.S. persons generally will not apply to payments of dividends on our Class A common stock to a non-U.S. holder if such non-U.S. holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption.

Proceeds from the sale, exchange or other disposition of our Class A common stock by a non-U.S. holder effected outside the U.S. through a non-U.S. office of a non-U.S. broker generally will not be subject to the information reporting and backup withholding rules that apply to payments to certain U.S. persons, provided that the proceeds are paid to the non-U.S. holder outside the U.S. However, proceeds from the sale, exchange or other disposition of our Class A common stock by a non-U.S. holder effected through a non-U.S. office of a non-U.S. broker with certain specified U.S. connections or a U.S. broker generally will be subject to these information reporting rules (but generally not to these backup withholding rules), even if the proceeds are paid to such non-U.S. holder outside the U.S., unless such non-U.S. holder certifies under penalties of perjury that it is not a U.S. person (for instance, by providing an IRS Form W-8BEN or W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption. Proceeds from the sale, exchange or other disposition of our Class A common stock by a non-U.S. holder effected through a U.S. office of a broker generally will be subject to these information reporting and backup withholding rules unless such non-U.S. holder certifies under penalties of perjury that it is not a U.S. person (for instance, by providing an IRS Form W-8BEN or W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a non-U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Federal Estate Tax

Individual non-U.S. holders and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers) should note that, absent an applicable treaty benefit, our Class A common stock generally will be treated as U.S. situs property subject to U.S. federal estate tax.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our Class A common stock or Series A Warrants. Future sales of substantial amounts of our Class A common stock in the public market, including shares issued upon exercise of outstanding options, Pre-funded Warrants or Series A Warrants, or the perception that such sales might occur could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our Class A common stock in the public market after the restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future.

After completion of this offering, we will have 5,000,000 shares of Class A common stock outstanding (assuming exercise of any Pre-funded Warrants sold in the offering, but excluding the exercise of (i) the underwriters’ over-allotment option, (ii) any Series A Warrants, or (iii) the Underwriter Warrants). All of the shares of Class A common stock and/or Pre-funded Warrants and the Series A Warrants sold in this offering, plus any shares of Class A common stock and/or Pre-funded Warrants and the Series A Warrants sold upon exercise of the underwriters’ over-allotment option, will be freely tradable without restrictions or further registration under the Securities Act, unless the shares of Class A common stock and/or Pre-funded Warrants or the Series A Warrants are purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act. Any shares of Class A common stock and/or Pre-funded Warrants or Series A Warrants owned by our affiliates may not be resold except in compliance with Rule 144 volume limitations, manner of sale and notice requirements, pursuant to another applicable exemption from registration or pursuant to an effective registration statement. Shares of Class A common stock issuable to our affiliate Class A stockholders will be “restricted securities” as that term is defined in Rule 144 under the Securities Act. These restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act. This rule is summarized below.

Rule 144

In general, under Rule 144 as currently in effect, a person who has beneficially owned restricted shares of our Class A common stock for at least six months would be entitled to sell such securities, provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. If such person has beneficially owned the shares proposed to be sold for at least one year, then that person is entitled to sell those shares without complying with any of the requirements of Rule 144. Persons who have beneficially owned restricted shares of our Class A common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

• 1% of the number of shares of our Class A common stock then outstanding; or

• the average weekly trading volume of our Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144 to the extent applicable.

We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our Class A common stock, the personal circumstances of the stockholder and other factors.

Class A Common Stock Issuable Upon Conversion of Class B Common Stock

After completion of this offering, 0 shares of our Class B common stock will be outstanding. Each share of Class B common stock would automatically convert into shares of our Class A common stock on a one-for-one basis if such shares of Class B common stock are transferred to any third person or entity. The Class B common stock repurchased by us has been retired.

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Lock-Up Agreements

We, our directors and executive officers, and certain holders of 5% or more of our outstanding Class A common stock, including the Britt Family, will enter into lock-up agreements in connection with this offering and will agree, subject to certain exceptions, not to sell, dispose of or hedge any shares of Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock, without, in each case, the prior written consent of EF Hutton LLC (“EF Hutton”). The lock-up agreements expire 180 days after the closing date of this offering, subject to extension upon the occurrence of specified events. For further details, see “Underwriting.”

Upon the expiration of the lock-up agreements in connection with this offering, up to an additional 3,750,000 shares of Class A common stock (or securities convertible into or exercisable or exchangeable for Class A common stock) will be eligible for sale in the public market, of which shares are held by directors, executive officers and other affiliates and will be subject to volume, manner of sale and other limitations under Rule 144.

Stock Options

Of the 7,500,000 shares of Class A common stock reserved under the 2022 Equity Incentive Plan, 5,000,000 shares of Class A common stock are available for future option grants.

Upon completion of this offering, we intend to file a registration statement under the Securities Act covering all shares of Class A common stock issuable pursuant to our 2022 Equity Incentive Plan. Subject to Rule 144 volume limitations applicable to affiliates, shares registered under any registration statements will be available for sale in the open market, beginning 90 days after the date of the prospectus, except to the extent that the shares are subject to vesting restrictions with us, or the contractual restrictions described below.

Rule 701

In general, under Rule 701 of the Securities Act, or Rule 701, as currently in effect, any of our directors, officers, employees, consultants or advisors who purchase shares of Class A common stock from us in connection with a compensatory stock or option plan or other written agreement in a transaction before the effective date of this offering, or who purchased shares of Class A common stock from us after that date upon the exercise of options granted before that date, in reliance on Rule 701 and complied with the requirements of Rule 701 will be eligible to resell such shares 90 days after the date of this prospectus in reliance on Rule 144. If such person is not an affiliate, such sale may be made subject only to the manner of sale provisions of Rule 144. If such person is an affiliate, such sale may be made under Rule 144 without compliance with its six-month minimum holding period, but subject to the other Rule 144 restrictions described above.

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UNDERWRITING

We entered into an underwriting agreement with EF Hutton LLC, as representative of the several underwriters relating to this offering. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters and each of the underwriters has agreed to purchase, severally and not jointly, the number of Common Units and Pre-funded Units set forth opposite its name in the following table: 

Underwriter	Number of Common Units	Number of Pre-funded Units
EF Hutton LLC
Total

The underwriters are committed to purchase all of the Common Units and Pre-funded Units offered by us, other than those covered by the over-allotment option to purchase additional shares of Class A common stock and/or Pre-funded Warrants and Series A Warrants described below. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriters to purchase up to an aggregate of to 187,500 additional shares of Class A common stock and/or Pre-funded Warrants, representing 15% of the shares of Class A common stock and/or Pre-funded Warrants sold in the offering and/or up to 375,000 additional Series A Warrants, representing 15% of the Series A Warrants sold in the offering. The purchase price to be paid per additional share of Class A common stock will be equal to the public offering price of one Common Unit, less the $0.01 purchase price allocated to each Series A Warrant included in the Common Unit and the underwriting discount. The purchase price to be paid per Pre-funded Warrant will be equal to the public offering price of one Pre-funded Unit, less the $0.01 purchase price allocated to each Series A Warrant included in the Pre-funded Unit and the underwriting discount. The purchase price to be paid per additional Series A Warrant will be $0.01.

The underwriters have advised us that they propose initially to offer the Units to the public at the public offering price set forth on the cover page of this prospectus and to dealers at a price less a concession not in excess of $[•] per Unit, based on the public offering price per Unit. After the shares of Class A common stock and Series A Warrants are released for sale to the public, the underwriters may change the offering price, the concession, and other selling terms at various times.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and to contribute to payments the underwriters may be required to make in respect thereof.

The underwriters are offering the securities in this offering subject to prior sale, when, as and if issued to and accepted by them subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify orders to the public, and to reject orders in whole or in part.

Discounts, Commissions, and Reimbursement

The following table provides information regarding the amount of the discounts and commissions to be paid to the underwriters by us, assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of Class A common stock and Series A Warrants.

				Total
		Per Unit		No Exercise		Full Exercise
Public offering price	$	4.25		5,312,500		6,113,125
Underwriting discounts and commissions to be paid by us (8.0%)	$	(0.34)		(425,000)		(488,750)
Non-accountable expense allowance (1.0%)(1)	$	(0.04)		(53,125)		(61,094)
Proceeds, before expenses, to us	$	3.87		4,834,375		5,563,281
Less: Offering Expenses			$	(613,288)	$	(613,288)
Net Proceeds to us			$	4,221,087	$	4,949,993

(1) We have agreed to pay a non-accountable expense allowance to EF Hutton equal to 1.0% of the gross proceeds received in this offering.

98

We estimate that the total expenses of the offering payable by us, excluding underwriting discounts and commissions and a 1.0% non-accountable expense allowance, will be approximately $613,288, including reimbursement to the underwriters for certain of its expenses, including “roadshow”, diligence, and reasonable legal fees and disbursements, in an amount not to exceed $230,000 in the aggregate.

Underwriter Warrants

As additional compensation to EF Hutton, upon consummation of this offering, we will issue to EF Hutton, or its designees, warrants to purchase an aggregate number of shares of Class A common stock equal to 3.0% of the number of shares of Class A common stock issued as part of the Units issued in this offering, including any Units sold upon exercise of the over-allotment option (including shares of Class A common stock underlying any Pre-funded Warrants, but excluding shares of Class A common stock underlying the Series A Warrants), at an exercise price equal to 100% of the initial public offering price of the Common Units (the “Underwriter Warrants”). The Underwriter Warrants and the underlying shares of Class A common stock will not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Underwriter Warrants by any person for a period of 180 days beginning on the date of commencement of sales of the offering in compliance with FINRA Rule 5110.

The Underwriter Warrants will be exercisable from the date that is six months from the commencement of the sales of the offering and will expire four years and six months after such date in compliance with FINRA Rule 5110(g)(8)(A). Furthermore, such Underwriter Warrants shall be exercisable on a cash basis, provided that if a registration statement registering the shares of Class A common stock underlying the Underwriter Warrants is not effective, the Underwriter Warrants may be exercised on a cashless basis. In addition, (i) the Underwriter Warrants do not have more than one demand registration right at our Company’s expense in compliance with FINRA Rule 5110(g)(8)(B); (ii) the Underwriter Warrants do not have a demand registration right with a duration of more than two years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(C); (iii) the Underwriter Warrants do not have piggyback registration rights with a duration of more than five years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(D); and (iv) the Underwriter Warrants have anti-dilution terms that are consistent with FINRA Rule 5110(g)(8)(E) and (F).

Right of First Refusal

We have granted EF Hutton a right of first refusal, for a period of twelve (12) months from the closing of this offering, to act as sole investment banker, sole book-runner and/or sole placement agent, at EF Hutton’s sole discretion, for each and every future public and private equity and debt offering, including all equity-linked financings (each being referred to as a subject transaction), of our company, or any successor to or any subsidiary of our company, during such twelve (12) month period, on terms and conditions as mutually agreed by EF Hutton and us. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales of this offering.

Tail Financing Fee

In the event that at any time prior to the twelve (12) month anniversary of the closing date of this offering, the Company, or any of its affiliates or subsidiaries shall enter into any financing for equity or debt, including all equity-linked financings, to any investor actually introduced by EF Hutton to the Company (each a “Tail Financing”), EF Hutton shall be entitled to a cash fee equal to eight percent (8.0%) of the gross proceeds received by the Company in such Tail Financing, provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation. In the event that the underwriting agreement is terminated for cause in compliance with FINRA Rule 5110(g)(5)(B), the Company shall not be obligated to pay the Tail Financing fee disclosed herein.

Stabilization

In connection with this offering, the underwriters may engage in stabilizing transactions. Stabilizing transactions permit bids to purchase shares of Class A common stock so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the Class A common stock while the offering is in progress.

99

Passive Market Making

In connection with this offering, the underwriters and selling group members may engage in passive market making transactions in our securities on the Nasdaq Stock Market in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Offering Price Determination

The public offering price was negotiated between EF Hutton and us. In determining the public offering price of our Class A common stock, EF Hutton considered: 

•	the history and prospects for the industry in which we compete;
•	our financial information;
•	the ability of our management and our business potential and earning prospects;
•	the prevailing securities markets at the time of this offering; and
•	the recent market prices of, and the demand for, publicly traded shares of generally comparable companies, as well as the recent market price of our Class A common stock.

Indemnification

Pursuant to the Underwriting Agreement, we also intend to agree to indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

Lock-Up Agreements

Pursuant to certain “lock-up” agreements, the Company, the Company’s executive officers, directors, employees and holders of at least 5% of the Company’s Class A common stock and securities exercisable for or convertible into its Class A common stock outstanding immediately upon the closing of this offering, have agreed, subject to certain exceptions, not to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic risk of ownership of, directly or indirectly, engage in any short selling of any shares of Class A common stock or securities convertible into or exchangeable or exercisable for any Class A common stock, whether currently owned or subsequently acquired, without the prior written consent of EF Hutton, for a period of one hundred eighty (180) days from the closing date of the offering. This means that, subject to certain exceptions, for a period of one hundred eighty (180) days following the closing of this offering, we and such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of EF Hutton. 

Certain Relationships

The underwriters and their affiliates have provided, or may in the future, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of our company. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

100

Electronic Offer, Sale, and Distribution of Securities

A prospectus in electronic format may be made available on the websites maintained by the underwriters. The prospectus in electronic format will be identical to the paper version of such prospectus. The underwriters may agree to allocate a number of shares to the underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us, and should not be relied upon by investors.

Selling Restrictions

This prospectus does not constitute an offer to sell to, or a solicitation of an offer to buy from, anyone in any country or jurisdiction (a) in which such an offer or solicitation is not authorized; (b) in which any person making such offer or solicitation is not qualified to do so; or (c) in which any such offer or solicitation would otherwise be unlawful. No action has been taken that would, or is intended to, permit a public offer of the shares of Class A common stock or possession or distribution of this prospectus or any other offering or publicity material relating to the shares in any country or jurisdiction (other than the United States) where any such action for that purpose is required. Accordingly, the underwriters have undertaken that they will not, directly or indirectly, offer or sell any shares or have in their possession, distribute or publish any prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations and all offers and sales of shares by it will be made on the same terms.

Canada.  The Class A common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Class A common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

United Kingdom.  This prospectus and any other material in relation to the shares of Class A common stock described herein is only being distributed to, and is only directed at, persons in the United Kingdom who are “qualified investors” or otherwise in circumstances which do not require publication by us of a prospectus pursuant to section 85(1) of the UK Financial Services and Markets Act 2000. Any investment or investment activity to which this prospectus relates is available only to, and will be engaged in only with, investment professionals falling within Article 19(5), or high net worth entities falling within Article 49(2), of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or other persons to whom such investment or investment activity may lawfully be made available (together, “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this prospectus and should not act or rely on it.

Switzerland.  The securities will not be offered, directly or indirectly, to the public in Switzerland and this prospectus does not constitute a public offering prospectus as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations.

101

United Arab Emirates.  Neither this document nor the securities have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates, nor have we received authorization or licensing from the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the securities within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the securities, including the receipt of applications and/or the allotment or redemption of such shares, may be rendered within the United Arab Emirates by us.

No offer or invitation to subscribe for securities is valid or permitted in the Dubai International Financial Centre.

European Economic Area.  In relation to each Member State of the European Economic Area that has implemented the European Prospectus Directive (each, a “Relevant Member State”), an offer of our shares may not be made to the public in a Relevant Member State other than:

• to any legal entity which is a qualified investor, as defined in the European Prospectus Directive;

• to fewer than 150 natural or legal persons (other than qualified investors as defined in the European Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or

• in any other circumstances falling within Article 3(2) of the European Prospectus Directive;

provided that no such offer of our shares shall require us or the underwriters to publish a prospectus pursuant to Article 3 of the European Prospectus Directive or supplement prospectus pursuant to Article 16 of the European Prospectus Directive.

For the purposes of this description, the expression an “offer to the public” in relation to the securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the expression may be varied in that Relevant Member State by any measure implementing the European Prospectus Directive in that member state, and the expression “European Prospectus Directive” means Directive 2003/71/EC (and amendments hereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

We have not authorized and do not authorize the making of any offer of securities through any financial intermediary on our behalf, other than offers made by the underwriters and their affiliates, with a view to the final placement of the securities as contemplated in this document. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of shares on our behalf or on behalf of the underwriters.

LEGAL MATTERS

The validity of the issuance of the Class A common stock and Series A Warrants offered hereby will be passed upon for us by Buchalter, A Professional Corporation, Los Angeles, California. EF Hutton has been represented Loeb & Loeb LLP, New York, New York.

EXPERTS

The financial statements as of December 31, 2022 and 2021, included in this prospectus, have been audited by Macias Gini & O’Connell, LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

102

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the Class A common stock and Series A Warrants offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the company and its Class A common stock and Series A Warrants, reference is made to the registration statement and the exhibits, and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete, and, in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits and schedules thereto, is available on our website at https://elatemoving.com. The information contained in, or accessible through, our website, however, should not be considered a part of this prospectus and has not been incorporated by reference. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov., from which interested persons can electronically access the registration statement, including the exhibits and any schedules thereto.

As a result of the offering, we will become subject to the informational requirements of the Exchange Act. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports containing financial statements certified by an independent public accounting firm.

103

ELATE GROUP, INC.

(FORMERLY ELATE MOVING LLC)

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 324)	F-2
CONSOLIDATED BALANCE SHEETS	F-3
CONSOLIDATED STATEMENTS OF OPERATIONS	F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders’ of Elate Group, Inc.

Elate Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Elate Group, Inc. (formerly Elate Moving LLC) (the "Company") as of December 31, 2022 and 2021, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (U.S.) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

/s/ Macias Gini & O’Connell LLP

We have served as the Company’s auditor since 2020

Irvine, CA

April 25, 2023

F-2

ELATE GROUP, INC.

(FORMERLY ELATE MOVING LLC)

CONSOLIDATED BALANCE SHEETS

			As of September 30, 2023	As of December 31, 2022	As of December 31, 2021
Assets:			(unaudited)	(audited)	(audited)
	Current assets
		Cash and cash equivalents	$803,169	$430,180	$866,922
		Accounts receivable, net	78,654	82,400	271,585
		Prepaid expenses and other current assets	16,785	24,808	45,149
	Total current assets		898,608	537,388	1,183,656
		Deferred offering costs	539,714	484,574	209,895
		Property and equipment, net	380,291	458,970	405,538
		Right of use asset	661,764	860,990	-
Total assets			$2,480,377	$2,341,922	$1,799,089
Liabilities and Stockholders' Equity:
	Current liabilities
		Account payable	$328,192	$279,802	$91,699
		Accrued liabilities	750,415	586,322	207,073
		Right of use liabilities	269,321	264,223	-
		Notes payable, current portion	77,871	66,395	970,000
	Total current liabilities		1,425,799	1,196,742	1,268,772
	Long term liabilities
		Notes payable, net of current portion	122,941	184,670	90,000
		Right of use liabilities, net of current portion	392,443	596,767	-
		Deferred tax liabilities	7,923	7,923	103,700
Total liabilities			1,949,106	1,986,102	1,462,472
Commitments and contingencies
Stockholders' Equity:
		Class A common stock, $0.0001 par value, 48,000,000 shares authorized; 3,750,000 issued and outstanding at September 30, 2023 and December 31, 2022 and 2021 respectively	375	375	375
		Class B common stock, $0.0001 par value, 2,000,000 shares, zero and 1,500,000 issued and outstanding at September 30, 2023 and December 31, 2022 and 2021, respectively	-	150	150
		Additional paid-in capital	559,861	287,922	-
		Retained earnings (accumulated deficit)	(28,965)	67,373	336,092
Total stockholders' equity			531,271	355,820	336,617
Total liabilities and stockholders' equity			$2,480,377	$2,341,922	$1,799,089

The accompanying notes are an integral part of these consolidated financial statements.

F-3

ELATE GROUP, INC.

(FORMERLY ELATE MOVING LLC)

CONSOLIDATED STATEMENTS OF OPERATIONS

		For the Three Months Ended September 30, 2023	For the Three Months Ended September 30, 2022	For the Nine Months Ended September 30, 2023	For the Nine Months Ended September 30, 2022	For the Year Ended December 31, 2022	For the Year Ended December 31, 2021
		(unaudited)	(unaudited)	(unaudited)	(unaudited)	(audited)	(audited)
Revenue, net		$1,271,225	$1,667,496	$3,585,184	$3,934,578	$4,779,512	$4,979,856
Cost of revenues		632,526	875,355	1,775,865	1,987,822	2,465,778	2,325,892
Gross profit		638,699	792,141	1,809,319	1,946,756	2,313,734	2,653,964
Operating expenses:
	Sales and marketing	81,538	138,334	247,421	453,676	535,197	539,265
	General and administrative expenses	590,100	550,426	1,640,693	1,261,783	2,020,317	880,864
Total operating expenses		671,638	688,760	1,888,114	1,715,459	2,555,514	1,420,129
Income (loss) from operations		(32,939)	103,381	(78,795)	231,297	(241,780)	1,233,835
Other income (expense):
	Interest expense	(1,562)	(14,229)	(5,818)	(43,691)	(52,211)	(16,931)
	Forgiveness of debt	-	-	-	-	-	43,610
	Other income (expense), net	3,701	1,532	5,615	6,123	7,063	22,763
	Total other income (expense), net	2,139	(12,697)	(203)	(37,568)	(45,148)	49,442
Income (loss) before provision (benefit) for income taxes		(30,800)	90,684	(78,998)	193,729	(286,928)	1,283,277
Provision (benefit) for income taxes		6,774	39,335	17,340	114,939	(18,209)	228,268
Net income (loss)		$(37,574)	$51,349	$(96,338)	$78,790	$(268,719)	$1,055,009
Basic and diluted net income (loss) per share of common stock		$(0.01)	$0.01	$(0.03)	$0.02	$(0.05)	$0.20
Weighted-average number of shares of common stock used in computing basic and diluted per share of common stock amounts		3,750,000	5,250,000	3,750,000	5,250,000	5,250,000	5,250,000

The accompanying notes are an integral part of these consolidated financial statements.

F-4

ELATE GROUP, INC.
(FORMERLY ELATE MOVING LLC)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(AUDITED)
								Total
	Class A Common Stock			Class B Common Stock		Additional	Retained	Stockholders'
	Shares	Amount	Shares		Amount	Paid-in-Capital	Earnings	Equity
Balance, December 31, 2020	3,750,000	$375	1,500,000		$150	$-	$748,036	$748,561
Distributions	-	-	-		-	-	(1,466,953)	(1,466,953)
Net income	-	-	-		-	-	1,055,009	1,055,009
Balance, December 31, 2021	3,750,000	$375	1,500,000		$150	$-	$336,092	$336,617
Share-based compensation	-	-	-		-	287,922	-	287,922
Net loss	-	-	-		-	-	(268,719)	(268,719)
Balance, December 31, 2022	3,750,000	375	1,500,000		150	$287,922	$67,373	$355,820

ELATE GROUP, INC.
(FORMERLY ELATE MOVING LLC)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
								Total
	Class A Common Stock			Class B Common Stock		Additional	Retained	Stockholders'
	Shares	Amount	Shares		Amount	Paid-in-Capital	Earnings	Equity
Balance, December 31, 2021	3,750,000	$375	1,500,000		$150	$-	$336,092	$336,617
Share-based compensation	-	-	-		-	25,977	-	25,977
Net loss	-	-	-		-	-	(87,163)	(87,163)
Balance, March 31, 2022	3,750,000	375	1,500,000		150	25,977	248,929	275,431
Share-based compensation	-	-	-		-	150,994	-	150,994
Net income	-	-	-		-	-	114,604	114,604
Balance, June 30, 2022	3,750,000	375	1,500,000		150	176,971	363,533	541,029
Share-based compensation	-	-	-		-	150,994	-	150,994
Net income	-	-	-		-	-	51,349	51,349
Balance, September 30, 2022	3,750,000	375	1,500,000		150	327,965	414,882	743,372
Balance, December 31, 2022	3,750,000	$375	1,500,000		$150	$287,922	$67,373	$355,820
Share-based compensation	-	-	-		-	90,597	-	90,597
Net loss	-	-	-		-	-	(103,830)	(103,830)
Balance, March 31, 2023	3,750,000	$375	1,500,000		$150	$378,519	$(36,457)	$342,587
Share-based compensation	-	-	-		-	90,596	-	90,596
Net income	-	-	-		-	-	45,066	45,066
Balance, June 30, 2023	3,750,000	$375	1,500,000		$150	$469,115	$8,609	$478,249
Cancellation of Class B common stock	-	-	(1,500,000)		(150)	150	-	-
Share-based compensation	-	-	-		-	90,596	-	90,596
Net income	-	-	-		-	-	(37,574)	(37,574)
Balance, September 30, 2023	3,750,000	375	-		-	559,861	(28,965)	531,271

The accompanying notes are an integral part of these consolidated financial statements.

F-5

ELATE GROUP, INC.

(FORMERLY ELATE MOVING LLC)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended September 30, 2023	For the Nine Months Ended September 30, 2022	For the Year Ended December 31, 2022	For the Year Ended December 31, 2021
	(unaudited)	(unaudited)	(audited)	(audited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$(96,338)	$78,790	$(268,719)	$1,055,009
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	137,941	131,477	174,823	131,975
Gain on forgiveness of debt	-	-	-	(43,610)
Deferred income taxes	-	-	(95,777)	103,700
Share-based compensation	271,789	327,965	287,922	-
Changes in operating assets and liabilities:
Accounts receivable	3,746	135,297	189,185	(258,374)
Prepaids and other current assets	8,023	32,234	20,341	34,653
Accounts payable	48,390	117,306	188,103	70,064
Accrued liabilities	164,093	52,414	379,249	114,291
Net cash provided by operating activities	537,644	875,483	875,127	1,207,708
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(59,262)	(1,046)	-	(10,741)
Net cash used in investing activities	(59,262)	(1,046)	-	(10,741)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable	(50,253)	(42,505)	(67,190)	-
Payments of offering costs	(55,140)	(254,962)	(274,679)	(209,895)
Member distributions	-	-	-	(1,466,953)
Proceeds (payment) from notes payable – related parties	-	-	(970,000)	970,000
Net cash used in financing activities	(105,393)	(297,467)	(1,311,869)	(706,848)
Change in cash and cash equivalents	372,989	576,970	(436,742)	490,119
Cash and cash equivalents, beginning of period	430,180	866,922	866,922	376,803
Cash and cash equivalents, end of period	$803,169	$1,443,892	$430,180	$866,922
Supplemental disclosures of cash flow information:
Cash paid for interest	$7,683	$4,891	$60,529	$51
Cash paid for income taxes	$16,133	$100,971	$25,861	$155,103
Non-cash investing and financing activities:
Assets purchased with a notes payable	$-	$228,255	$228,255	$-
Cancellation of Class B common stock	$150	$-	$-	$-
Recording of right of use assets and liabilities	$940,281	$-	$940,281	$-

The accompanying notes are an integral part of these consolidated financial statements.

F-6

ELATE GROUP, INC.

(FORMERLY ELATE MOVING LLC)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Elate Group, Inc. (“Elate Group”), was formed as a Delaware corporation in January 2021. Elate Moving LLC (“Elate Moving”) was formed as a Delaware limited liability company in March 2013 (Elate Group together with Elate Moving, the “Company”) and became a wholly-owned subsidiary of Elate Group effective October 4, 2021 through the exchange of 100% of the outstanding membership units (100 units) of Elate Moving, by its members for 1,000,000 shares of Class A common stock of Elate Group (the “Exchange”).

Pursuant to Elate Group’s Amended and Restated Certificate of Incorporation, which increased the authorized number of shares of the Company, the 1,000,000 shares of Class A common stock issued and outstanding following the Exchange were reclassified into 5,000,000 shares of Class A common stock and 2,000,000 shares of Class B common stock of Elate Group.

Elate Group filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation on January 7, 2022 to effect a 1.5-to-2 reverse stock split (the “Reverse Stock Split”) whereby every two (2) outstanding shares of Class A common stock or Class B common stock became one and one-half (1.5) outstanding shares of Class A common stock and Class B common stock, respectively. Following the Reverse Stock Split, Elate Group’s common stock outstanding consisted of 3,750,000 shares of Class A common stock and 1,500,000 shares of Class B common stock. All per share amounts within these financial statements have been revised to reflect the reverse stock split. As of September 30, 2023, there are no Class B common shares issued or outstanding.

The Company provides white glove all-inclusive residential and commercial moving services throughout the upper east coast for local relocations and express private long-distance relocations within the U.S. and Canada.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated financial statements (“financial statements”) are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Furthermore, certain reclassifications have been made to the 2021 and 2022 financial statements in order to conform with the current-year presentation.

The financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. The operations and common stock outstanding of Elate Group have been reflected in the accompanying financial statements since its formation in January 2021.

The accompanying unaudited financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and pursuant to the requirements of the U.S. Securities and Exchange Commission (‘SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.

Segments

The Company considered the guidance under the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 280-10-50 for Segment Reporting and concluded that our storage market did not constitute a segment as of the reporting periods being presented. An operating segment is defined as a public entity having all of the following: a) it engages in business activities from which it may recognize revenues and incur expenses; b) its operating results are regularly reviewed by the public entity's chief operating decision maker to make

F-7

decisions about resources to be allocated to the segment and assess its performance; and c) its discrete financial information is available. Although criteria a) is met, criteria b) and c) are not. Management does not actively allocate, or track costs directly related to the storage market. Additionally, decisions made by management are based upon the entity as a whole. Furthermore, our storage market, as a percentage of revenues and assets were less than 10% of those reported amounts. The Company did not track or calculate operating income of the storage market.

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Significant estimates relate to the allowance for doubtful accounts and recoverability of long-lived assets. Actual results could differ from those estimates.

Concentration of Credit Risk

Cash and cash equivalents are maintained at financial institutions, and, at times, balances may exceed federally insured limits of $250,000 per institution that pays Federal Deposit Insurance Corporation (“FDIC”) insurance premiums. Our cash deposits are not held in banks that have announced any going concern risks. The cash on deposit with banks is not susceptible to interest rate risk. The Company has never experienced any losses related to these balances.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

The Company records accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with and the economic status of, our customers. As of September 30, 2023 and 2022, December 31, 2022 and 2021, there was no allowance for uncollectible accounts.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The estimated useful lives for significant furniture, fixtures, machinery and equipment categories are approximately five to seven years.

Impairment of Long-Lived Assets and Intangible Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including intangible assets, may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If the Company determines that the carrying value of the asset is not recoverable, a permanent impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. There were no impairments recorded during the periods presented within these financial statements.

F-8

Revenue Recognition

The Company records revenue under ASC 606 by analyzing exchanges with its customers using a five-step analysis such as identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company’s policy is to record revenue as earned when a firm commitment, indicating performance criteria and transaction price exists, and performance has taken place. The Company records revenues when the services are complete, typically, at the point in which the customers belongings have reached their destination. For storage, the Company records the revenue over the agreed upon storage period. Provisions for discounts, allowances and other adjustments are netted with gross sales. The Company accounts for such provisions during the same period in which the related revenues are earned. Provisions for discounts, returns, allowances, customer rebates and other adjustments are minimal and are recorded as a reduction of revenue. The Company defers amounts which do not meet the criteria above. As of September 30, 2023 and September 30, 2022, and December 31, 2022 and 2021, deferred revenues were approximately $8,000, $11,000, $10,000 and $15,000, respectively, and are included in accrued liabilities in the accompanying consolidated balance sheets.

Income Taxes

Prior to October 4, 2021 as discussed in Note 1, Elate Moving was taxed as a partnership. Under these provisions, the Company was not subject to federal corporate income taxes on its taxable income. Instead, the members were liable for individual federal and state income taxes on their respective shares of the Company’s taxable income. However, the Company was subject to certain state income and franchise taxes; the provision for income taxes reflected in the accompanying financial statements consists primarily of such items. Deferred tax assets and liabilities related to these taxes were insignificant.

Subsequent to October 4, 2021, the Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and valuation allowances are provided when necessary to reduce net deferred tax assets to the amounts expected to be realized.

The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income taxes paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made.

Fair Value of Financial Instruments

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

F-9

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

● Level 1 - quoted market prices in active markets for identical assets or liabilities.

● Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

● Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amount of the Company’s financial instruments approximates their fair value as of September 30, 2023, December 31, 2022 and 2021, due to the short-term nature of these instruments.

Net Income per Share

Net income per share is computed by dividing net income by the weighted average shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings per share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of shares and dilutive share equivalents outstanding. The Company does not have any dilutive securities outstanding for the periods presented within these financial statements.

The Company’s proforma earnings per share, as if the Company converted to a C Corporation on January 1, 2021, would be $0.20 based on 5,250,000 shares outstanding for the year ended December 31, 2021.

Recent Accounting Pronouncements

The Company has elected, under Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS” Act), to use the extended transition period for complying with new or revised accounting standards.  This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  As a result of this election, the Company’s financial statements may not be comparable to other companies that comply with public company effective dates.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), specifying the accounting for leases, which supersedes the leases requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting is largely unchanged from the previous accounting standard. In addition, Topic 842 expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes several practical expedients. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021 for emerging growth companies, with early adoption permitted. The Company adopted the annual reporting guidance as of January 1, 2022 using the modified retrospective transition approach.

The new guidance provides a number of optional practical expedients in transition. The Company elected the "package of practical expedients", which allows it to not reassess under the new guidance its prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the practical expedient to combine non-lease components with lease components rather than account for them separately. The Company did not elect the use-of-hindsight practical expedient. In addition, the new guidance provides accounting policy elections for an entity’s ongoing lessee accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify which means that it will not recognize ROU assets or lease liabilities for those leases with a term of 12 months or less. In connection with the adoption of ASU Topic 842, the Company recognized lease liabilities and right-of-use assets of approximately $940,000 on the date of adoption.

The Company has reviewed the provisions of the new standard, which is expected to have an impact on the Company due to two building leases and two automobile leases which are currently classified as operating and will be required to be accounted for under the standard.

F-10

The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs issued to date, including those above that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	September 30,	December 31,	December 31,
	2023	2022	2021
Equipment	$179,005	$185,229	$185,727
Vehicles	772,370	721,591	520,026
Property and equipment	951,375	906,820	705,753
Less: accumulated depreciation	(571,084)	(447,850)	(300,215)
Property and equipment, net	$380,291	$458,970	$405,538

Depreciation expense for the nine months ending September 30, 2023 and 2022, and the years ended December 31, 2022 and 2021 was $137,941, $131,477 and $174,823 and $131,975, respectively.

NOTE 4 –RELATED PARTY NOTES PAYABLE AND NOTES PAYABLE

In connection with the Exchange, both Kevin Britt and Julia Britt loaned funds to the Company and were issued two promissory notes by the Company each totaling $485,000. The promissory notes were due and payable on December 31, 2022 and interest on the notes during 2022 totaled approximately $54,000. In November 2022, these related party notes, along with accrued interest, were paid in full.

In April 2020, the Company received $43,610 in payroll protection program loan (“PPP”).  This loan provided for certain funding based on previous employment which in part was forgivable under certain conditions. The remaining portion was to be repaid over eighteen months with a 10-month moratorium on payments, and the note carried a 1% annual interest rate. The loan required no collateral nor a personal guarantee. In March 2021, the Company received forgiveness of the PPP loan which was recognized as a gain on forgiveness of debt at such date.

In June 2020, the Company received a $90,000 economic injury disaster loan (“EIDL”). The loan accrues interest at a rate of 3.75% annually and is collateralized by all personal property and intangible assets of the Company. The loan has a 12-month moratorium on payments, after which monthly principal and interest payments of $439 will be made through the maturity date of June 2050.

In January 2022, the Company purchased three trucks, as a lease payoff with a bank loan from Bank of America (“BOA”) of $228,252 (the “BOA truck loan”), maturing on February 5, 2025, with an interest rate of 3.55% and monthly payments of $6,693. As of September 30, 2023 and December 31, 2022, this note has reflected a current portion of the debt, in current liabilities, of $77,871 and $75,159 respectively, with the remaining debt balance of $26,576 and $104,447 respectively, classified as a long-term liability.

F-11

As of September 30, 2023 and December 31, 2022, future minimum debt repayments are as follows:

	September 30,	December 31,
Periods ending:	2023	2022
2023	$19,210	$66,395
2024	78,564	78,564
2025	13,038	16,106
2026	-	-
2027	-	-
Thereafter	90,000	90,000
Total	$200,812	$251,065

NOTE 5 – STOCK-BASED COMPENSATION

The Company accounts for stock awards issued under ASC 718, Compensation – Stock Compensation. Under ASC 718, stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award. Stock-based compensation is recognized as an expense over the employee’s requisite vesting period and over the non-employee's period of providing goods or services. The fair value of each stock option or warrant award is estimated on the date of grant using either the Black-Scholes or Binomial valuation models.

The assumptions used in the binomial option pricing model include risk-free interest rate of 2.18%, expected volatility of 62% based upon comparable companies and expected life of five years. Changes in these assumptions can materially affect estimates of fair value stock-based compensation, and the compensation expense recorded in future periods. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method.

On March 15, 2022, the Board of Directors approved and reserved up to 7,500,000 shares in our 2022 Equity Incentive Plan (the “Plan”).  On March 16, 2022, under the Plan, the Board of Directors approved the grant of a stock option to acquire up to 2,500,000 shares of its Class A common stock at an exercise price of $6.25 to its Chief Executive Officer. The stock options vest based on the achievement of certain revenue and market capitalization goals, as defined (see Note 8), and expire in five years.

We calculated the fair value of the stock options expected to vest to be $1,811,925 whereby we recorded a stock-based compensation expense of $271,789 and $287,922 for the nine-month period ended September 30, 2023 and for the year ended December 31, 2022, respectively, within general and administrative expenses. The weighted-average grant-date fair value of options granted during 2022 was $1.45. The remaining stock-based compensation, as of December 31, 2022, will be recorded over a weighted average period of approximately 3.5 years remaining on the option.  As of September 30, 2023 and December 31, 2022, there was $1,252,214 and $1,524,003, respectively, of total unrecognized compensation cost related to nonvested share-based compensation arrangement granted under the employee share option plan.

The fair value of the option award to our Chief Executive Officer is estimated on the date of grant using a lattice-based binomial option valuation model that uses assumptions (inputs) noted as follows: i) volatility used was based on four comparable publicly traded companies whereby we used a volatility of 62%; ii) we have no dividends and don’t expect to pay any dividends; iii) the option term is five years; iv) we used a risk-free rate of 2.18% based on a U.S. Treasury Yield Curve in effect at the time of grant based on five years, the term of the option; v) the option strike price is $6.25 per share; and vi) we used an expected IPO price of $5.00 as the underlying asset price. This lattice-based model based on the aforementioned variables (inputs) yielded a weighted-average grant-date fair value of the option granted at $1.45.

In connection with the employment agreement with the Company’s Chief Accounting Officer, subject to approval by the Board of Directors, the Company intends to issue her stock options to purchase up to $200,000 of Class A common stock at an exercise price equal to the fair value on the date of grant.  As of December 31, 2022, these stock options have not yet been granted. Because the stock options have not been granted or approved by the Board of Directors as of December 31, 2022, and because the exercise price has not yet been established, no accounting effect has been given the intended award.

F-12

NOTE 6 – INCOME TAXES

The Company recorded the following provision for income taxes for the years ended December 31:

	2022	2021
Current:
Federal	$57,313	$33,836
State	20,256	90,732
	77,569	124,568
Deferred:
Federal	(74,957)	106,605
State	(20,821)	(2,905)
	(95,778)	103,700
Valuation Allowance	-	-
Total (benefit from) provision for income taxes	$(18,209)	$228,268
Effective tax rate	(6.4%)	17.8%

The Company’s net deferred tax assets and liabilities are as follows at December 31:

	2022	2021
Depreciation and Amortization	$(122,619)	$(108,208)
Reserves and Accruals	114,696	4,508
Gross Deferred Tax Assets	(7,923)	(103,700)
Valuation Allowance	-	-
Net Deferred Tax Liabilities	$(7,923)	$(103,700)

The difference between the tax provision at the statutory federal income tax rate and the tax provision as a percentage of income before income taxes (effective tax rate) for each period was as follows:

Years Ended	Dec. 31, 2022	Dec. 31, 2021
Statutory federal income tax rate	21.0%	21.0%
Increase (reduction) in rate resulting from:
State, net of federal benefit	0.2%	8.8%
Recognition of federal deferred tax liabilities due to change in tax status	0.0%	7.1%
Stock-based compensation	(21.1%)	0.0%
Income of Elate Moving LLC passed through to members	0.0%	(19.1%)
Other	(6.5%)	0.0%
Effective tax rate	(6.4%)	17.8%

During the years ended December 31, 2022 and 2021, the effective rate was approximately (6.4%) and 17.8%, respectively. The Company’s federal income tax rate was 21% for the period from October 4 to December 31, 2021 and zero for 2021 period outside this range. The difference between the federal statutory rate and the effective tax rate was due to deferred liabilities and state taxes due, primarily to Connecticut, under the limited liability tax rules.

Prior to October 4, 2021, the Company was a limited liability company whereby its income or loss was allocated to the shareholders.  Upon the establishment  of the C-corporation and the acquisition of Elate Moving, the Company recorded a deferred tax liability of $117,062 in connection with excess depreciation taken by Elate Moving prior to the acquisition. For tax purposes, Elate Moving is considered a disregarded entity.

During the nine-months ended September 30, 2023 and 2022, the Company recorded the provision for income taxes based upon the estimated effective tax rate to be expected for the entire year. The difference between the federal statutory rate and the effective income tax rate was primarily due to the disallowance of stock-based compensation. During the nine months ended September 30, 2023, we had an income tax provision of $17,340 based on an effective tax rate of -21.9% on a $78,998 loss before a provision for income taxes. During the nine months ended September 30, 2022, we were projecting a 59% annual effective income tax rate primarily due to the projected nondeductible stock-based compensation substantially exceeding our projected pre-tax income.  However, ultimately, for the year ended December 31, 2022, nondeductible stock-based compensation was not substantially higher than our pre-tax loss.

F-13

The Company has timely filed all its United States Federal and State tax returns. The Company has identified the United States Federal tax returns as its “major” tax jurisdiction, and for state tax reporting, the Indiana Department of Revenue. The Company‘s Federal income tax returns, primarily Elate Moving, for the 2013 tax year  forward is still subject to examination by the IRS.  The Company’s state income tax return years for the tax year 2013 forward is still subject to examination by the corresponding state authorities.  We do not currently have any ongoing tax examinations.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company has various leases which house the Company’s operations and vehicles. The leases are for periods ranging from two to five years. The lease cost remaining on September 30, 2023 and December 31, 2022 is $725,532 and $955,884 respectively, and the cash paid on operating lease liabilities in the nine months ended September 30, 2023 and 2022 was $230,352 and $146,430 respectively and for the year ended December 31, 2022 was $290,491. The weighted-average remaining lease term for September 30, 2023 is 3.15 years. The weighted-average discount rate used to calculate the lease liabilities was 5.14%. The following is the lease disclosure and shows the expected lease payments under non-cancellable operating leases as of September 30, 2023 and December 31, 2022:

	September 30,	December 31,
	2023	2022
2023	$73,598	$303,950
2024	301,910	301,910
2025	131,114	131,114
2026	130,314	130,314
2027	88,596	88,596
Thereafter	-	-
Total	$725,532	$955,884
Less: amount representing interest	(63,768)	(94,894)
Net present value of liabilities	$661,764	$860,990
Less: current portion of lease liabilities	(269,321)	(264,223)
Lease liabilities, net of current portion	$392,443	$596,767

Rent expense, including short-term leases, for the nine months ended September 30, 2023 and 2022, and for the years ended December 31, 2022 and 2021 was $480,534, $477,694, and $599,418 and $638,322, respectively.

Kevin Britt has an employment agreement, dated March 18, 2022, for an annual base salary of $182,000 per year, along with an automobile allowance of $500 per month commencing April 1, 2022, in addition to stock options and performance-based options. Julia Britt has an employment agreement, dated March 15, 2022, for an annual base salary of $156,000 per year, along with an automobile allowance of $500 per month commencing April 1, 2022, in addition to a stock retention bonus and performance-based stock options.

In December 2023, the Company entered into a letter of engagement with EF Hutton LLC, or EF Hutton, in connection with a proposed initial public offering of the Company. Per the agreement, the Company will pay to EF Hutton a fee of 8% of the offering proceeds and a non-accountable expense allowance of 1% of the offering proceeds. The Company will also issue EF Hutton warrants to purchase shares of the Company’s Class A common stock in an amount equal to 3% of the aggregate number of shares of Class A common stock sold in the offering (the “Underwriter Warrants”). The Underwriter Warrants will be exercisable for a five-year period commencing 6 months following the closing of the offering and will contain an exercise price equal to 100% of the public offering price of the Common Units sold in the offering.

F-14

NOTE 8 – STOCKHOLDERS’/MEMBERS’ EQUITY

Prior to October 4, 2021, the Company’s ownership was based upon a maximum of 100% allocation. Allocation of profits and losses are determined by the members and typically follow the percentage allocations. To enact significant transactions, such as a liquidation, it takes the majority vote of the members. Distributions to members are made from available funds and recorded as a reduction to the members’ capital account.

The Company’s authorized capital consists of 48,000,000 shares of Class A common stock, $0.0001 par value per share, 2,000,000 shares of Class B common stock, $0.0001 par value per share and 1,000,000 shares of preferred stock, $0.0001 par value per share. There have been no shares of preferred stock issued or designated.

Class A common stock is entitled to one vote per share. Our Class A common stock is not convertible into any other shares of our capital stock.

Class B common stock is entitled to ten votes per share. Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis upon any transfer of Class B common stock, whether or not for value and whether voluntary or involuntary, except for a transfer of Class B common stock within the current holders family or to trusts held for the benefit of a member of their family.

The rights of holders of Class A common stock and Class B common stock are identical, except with respect to certain voting and conversion rights. The record holders of our Class B common stock, Kevin Britt and Julia Britt (and together with their issue, the “Britt Family”), are entitled to ten votes per share and holders of our Class A common stock are entitled to one vote per share. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and automatically converts into one share of Class A common stock if it is transferred outside the Britt Family. All holders of Class A common stock and all holders of Class B common stock vote together as a single group on all matters submitted to a vote or consent of our shareholders, except for the election of Class B Directors, as our Common B common stockholders my elect two members of our Board of Directors. Our Amended and Restated Articles of Incorporation provide that each share of Class B common stock may be converted into a share of Class A common stock at the option of the holder of Class B common stock.

Further, as long as Class B shares are outstanding, Class B director approvals are required for the following events: i) amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation; ii) liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any merger or consolidation; iii) issue any additional classes of capital stock; iv) increase or decrease the authorized number of directors; v) hire, terminate change the compensation or amend employment agreements of the executive officers; vi) declare and pay dividends on any shares of capital stock; vii) authorize or issue any debt instrument over $100,000; viii) make a loan or advance outside of the ordinary course of business to any employee or director; ix) create or hold capital stock in any subsidiary that is not wholly-owned by the Corporation; x) change to principal business of the Corporation; xi) enter into any agreement, contract or arrangement involving a payment of money or assets greater than $100,000; xii) enter into a transaction outside of the ordinary course of business with any director, officer or employee; and xiii) acquire, by merger of stock, asset purchase or securities of any other corporation or partnership.

On January 7, 2022, Elate Group effected a 1.5-to-2 reverse stock split whereby every two (2) outstanding shares of Class A common stock or Class B common stock became one and one-half (1.5) outstanding shares of Class A common stock and Class B common stock, respectively. The effects of this stock split have been retroactively applied to these financial statements. The amounts included in these financial statements were retroactively restated for the effects of the reverse stock split in January 2022.

On March 15, 2022, the Company authorized the 2022 Equity Incentive Plan (the “Plan”) authorizing 7,500,000 shares of the Company’s Class A common stock for issuance as stock options to employees, directors or consultants. The Plan was approved by the Company’s Board of Directors and the holders of a majority of the Company’s voting stock.

On March 15, 2022, the Board of Directors approved and reserved up to 7,500,000 shares in our 2022 Equity Incentive Plan (the “Plan”).  On March 16, 2022, under the Plan, the Board of Directors approved the grant of a stock option to acquire 2,500,000 shares of its Class A common stock at an exercise price of $6.25 to its Chief Executive Officer. The stock options vest based on the achievement of certain revenue and market capitalization goals, as defined (see Note 5).

F-15

On August 28, 2023, the Board of Directors approved a plan of repurchase to acquire all of the issued and outstanding Class B common stock of the Company and to retire such shares of Class B common stock. On August 29, 2023, the Company entered into a Stock Repurchase Agreement with Kevin Britt, pursuant to which the Company repurchased 750,000 shares of Class B common stock held of record by Mr. Britt, for par value (the “K. Britt Class B Repurchase Agreement”). On August 29, 2023, the Company entered into a Stock Repurchase Agreement with Julia Britt, pursuant to which the Company repurchased 750,000 shares of Class B common stock held of record by Mrs. Britt, for par value (the “J. Britt Class B Repurchase Agreement”). As of September 30, 2023, the Company has no Class B shares issued or outstanding.

See Note 1 for additional disclosures on the capital structure.

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through February 12, 2024, the filing date of these financial statements and has disclosed that there are no other events that are material to the financial statements to be disclosed.

F-16

 

Elate Group, Inc.

Up to 1,250,000 Common Units, Each Common Unit Consisting of: One Share of Class A Common Stock and Two Series A Warrants, Each Series A Warrant to Purchase One Share of Class A Common Stock

Up to 1,250,000 Pre-funded Units, Each Pre-funded Unit Consisting of: One Pre-funded Warrant to Purchase One Share of Class A Common Stock and Two Series A Warrants, Each Series A Warrant to Purchase One Share of Class A Common Stock

One Share of Class A Common Stock Underlying Each Series A Warrant

PRELIMINARY PROSPECTUS

Sole Book-Running Manager

 

                , 2024

Until           , 2024, all dealers effecting transactions in our securities, 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 their unsold allotments or subscriptions.

PART II

Information not required in prospectus

Item 13. Other expenses of issuance and distribution

Expense	Amount To Be Paid
SEC registration fee	$	4,885
FINRA filing fee		8,403
NASDAQ listing fee		5,000
Transfer agent’s fees		10,000
Legal fees and expenses		315,000
Accounting fees and expenses		160,000
Miscellaneous		10,000
Expense reimbursement to underwriter		100,000
Total Offering Expenses	$	613,288

The table above sets forth the expenses to be incurred in connection with the offering described in this Registration Statement, other than the underwriting discount and non-accountable expense allowance payable to the underwriters, all of which will be paid by the Registrant. Each of the amounts set forth above, other than the SEC Registration fee, FINRA filing fee and the NASDAQ listing fee, is an estimate.

Item 14. Indemnification of directors and officers

Section 145 of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

As permitted by the DGCL, the Company’s certificate of incorporation that will be in effect at the closing of the offering contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director. Set forth below is Article VIII(A) – (D) of the Company’s Amended and Restated Certificate of Incorporation:

A. Right to Indemnification of Directors and Officers.    The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnified Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnified Person in such Proceeding.  Notwithstanding the preceding sentence, except as otherwise provided in Section C of this Article VIII, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors of the Corporation.

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B. Prepayment of Expenses of Directors and Officers.    The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should ultimately be determined that the Indemnified Person is not entitled to be indemnified under this Article VIII or otherwise.

C. Claims by Directors and Officers.    If a claim for indemnification or advancement of expenses under this Article VIII is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Corporation, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

D.Indemnification of Employees and Agents. The Corporation may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Corporation or, while an employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-director or officer employees or agents shall be made in such manner as is determined by the Board of Directors of the Corporation in its sole discretion. Notwithstanding the foregoing sentence, the Corporation shall not be required to indemnify a person in connection with a Proceeding initiated by such person if the Proceeding was not authorized in advance by the Board of Directors of the Corporation. 

As permitted by the DGCL, the Company’s Amended and Restated Bylaws that will be in effect at the closing of the offering provide that: the Company is required to indemnify its directors and executive officers to the fullest extent permitted by the DGCL, subject to very limited exceptions; the Company may indemnify its other employees and agents as set forth in the DGCL; the Company is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions; and the rights conferred in the Amended and Restated Bylaws are not exclusive. Set forth below is Article V of the Company’s Amended and Restated Bylaws:

Section 1.     Actions other than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

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Section 2.     Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Section 3.     Success on the Merits. To the extent that any person described in Section 1 or 2 of this Article V has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in said Sections, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 4.     Specific Authorization. Any indemnification under Section 1 or 2 of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the Board of Directors by a majority vote of Directors who were not parties to such action, suit or proceeding (even though less than a quorum), or (2) if there are no disinterested Directors or if a majority of disinterested Directors so directs, by independent legal counsel (who may be regular legal counsel to the Corporation) in a written opinion, or (3) by the stockholders of the Corporation.

Section 5.     Advance Payment. Expenses incurred in defending a pending or threatened civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of any person described in said Section to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification by the Corporation as authorized in this Article V.

Section 6.     Non-Exclusivity. The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article V shall not be deemed exclusive of any other rights to which those provided indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 7.     Insurance. The Board of Directors may authorize, by a vote of the majority of the full Board, the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article V.

Section 8.     Continuation of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 9.     Severability. If any word, clause or provision of this Article V or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby but shall remain in full force and effect.

II-3

Section 10.     Intent of Article. The intent of this Article V is to provide for indemnification and advancement of expenses to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware. To the extent that such Section or any successor section may be amended or supplemented from time to time, this Article V shall be amended automatically and construed so as to permit indemnification and advancement of expenses to the fullest extent from time to time permitted by law.

The Company intends to continue to enter into separate indemnification agreements with its directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Company’s Amended and Restated Certificate of Incorporation and Bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director or executive officer of the Company regarding which indemnification is sought. The indemnification provisions in the Company’s Amended and Restated Certificate of Incorporation, Bylaws and the indemnification agreements to be entered into between the Company and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Company’s directors and executive officers for liabilities arising under the Securities Act.

Item 15. Recent sales of unregistered securities

The following list sets forth information regarding all securities sold or issued by the registrant in the three years preceding the date of this registration statement. No underwriters were involved in these sales. There was no general solicitation of investors or advertising, and we did not pay or give, directly or indirectly, any commission or other remuneration, in connection with the offering of these shares. In each of the transactions described below, the recipients of the securities represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

As of February 12, 2024, 0 shares of Class B common stock and 3,750,000 shares of Class A common stock were issued and outstanding. Of this amount, 0 shares of Class B common stock shares and 3,750,000 shares of Class A common stock shares were granted to employees and employee directors of the Company. During fiscal year 2021, 7,000,000 shares of restricted stock were issued to employees and non-employee directors of the Company. As a result of a one and one-half (1.5)-for-two (2) reverse stock split on January 7, 2022, the foregoing was reduced to 5,250,000 shares of restricted stock.

The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions.

II-4

Item 16. Exhibits and financial statement schedules

(a)The following exhibits are filed as part of this registration statement: 

Exhibit Number	Description
1.1*	Form of Underwriting Agreement.
3.1†	Certificate of Incorporation of Elate Group, Inc.
3.2†	Bylaws of Elate Group, Inc.
3.3†	Amended and Restated Certificate of Incorporation of Elate Group, Inc.
3.4†	Amended and Restated Bylaws of Elate Group, Inc.
3.5†	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Elate Group, Inc.
3.6†	Certificate of Amendment to Amended and Restated Bylaws of Elate Group, Inc.
4.1†	Form of Underwriter Warrant.
4.2†	Form of Pre-funded Warrant.
4.3*	Form of Series A Warrant.
5.1*	Opinion of Buchalter, APC, regarding validity of the shares of Class A common stock and Warrants registered.
10.1†+	Elate Group, Inc. 2022 Equity Incentive Plan (previously filed as Exhibit 10.3).
10.2†+	Employment Agreement, dated March 15, 2022, between Elate Group, Inc. and Julia Britt (previously filed as Exhibit 10.4).
10.3†+	Employment Agreement, dated March 18, 2022, between Elate Group, Inc. and Kevin Britt (previously filed as Exhibit 10.5).
10.4†+	Form of Employment Agreement, between Elate Group, Inc. and Garry Lowenthal to be entered into upon closing of the offering.
10.5†+	Form of Restricted Stock Agreement and Grant Notice under 2022 Equity Incentive Plan  (previously filed as Exhibit 10.7).
10.6†+	Form of Stock Option Agreement and Grant Notice under 2022 Equity Incentive Plan (previously filed as Exhibit 10.8).
10.7†+	Form of Restricted Stock Unit Agreement and Grant Notice under 2022 Equity Incentive Plan (previously filed as Exhibit 10.9).
10.8†+	Incentive Stock Option Milestone Grant issued to Kevin Britt, dated as of March 18, 2022 (previously filed as Exhibit 10.10).
10.9†+	Consulting Agreement, as amended, between Elate Group, Inc. and Garry Lowenthal, dated December 16, 2021 (previously filed as Exhibit 10.11)
10.10†	Form of Indemnification Agreement entered into by Elate Group, Inc. with its Officers and Directors  (previously filed as Exhibit 10.12)
10.11*	Form of Warrant Agency Agreement, between Elate Group, Inc. and Colonial Stock Transfer.

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10.12†	Stock Repurchase Agreement, dated August 29, 2023, by and between Elate Group, Inc. and Kevin Britt.
10.13†	Stock Repurchase Agreement, dated August 29, 2023, by and between Elate Group, Inc. and Julia Britt.
21.1†	Subsidiaries of Elate Group, Inc.
23.1*	Consent of Macias Gini & O’Connell, LLP.
23.2*	Consent of Buchalter, APC (included as part of Exhibit 5.1).
24.1†	Power of Attorney (included in the signature page to this registration statement).
107*	Filing Fee Table.

† Previously filed.

* Filed herewith.

+ Constitutes a management contract or compensatory plan or arrangement.

(b) Financial statement schedules

All schedules have been omitted because they are not required or because the required information is given in the financial statements or notes to those statements.

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Item 17. Undertakings

The undersigned hereby undertakes:

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is subject to Rule 430C (§ 230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

106

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

107

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on February 12, 2024.

ELATE GROUP, INC.
By:	/s/ Kevin Britt
	Name: Kevin Britt
	Title: Chief Executive Officer

Signature	Title	Date
	Chief Executive Officer, President
/s/ Kevin Britt	and Director	February 12, 2024
Kevin Britt	(principal executive officer)
/s/ Garry Lowenthal	Chief Financial Officer and Director	February 12, 2024
Garry Lowenthal	(principal financial officer)
/s/ Julia Britt	Chief Accounting Officer	February 12, 2024
Julia Britt	(principal accounting officer)
/s/ Andre Peschong	Director	February 12, 2024
Andre Peschong

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EX-FILING FEES

Exhibit 107

CALCULATION OF REGISTRATION FEE

Newly Registered and Carry Forward Securities
Security Type		Title Of Each Class Of Securities To Be Registered	Fee Calculation or Carry Forward Rule		Proposed Maximum Aggregate Offering Price (1)			Amount Of Registration Fee
Equity	Common Units consisting of:		Rule 457(o)	$	6,109,375	(2)(4)(5)	$	901.75
Equity		1)        Class A Common Stock, $0.0001 par value per share	-		-	(3)		-
Equity		2)       Series A Warrants to purchase Class A common stock (6)	-		-	(3)		-
Equity	Pre-funded Units:		Rule 457(i)		-	(5)(7)		-
Equity		1)        Pre-funded Warrants to purchase Class A common stock (8)	-		-	(9)		-
Equity		2)        Series A Warrants to purchase Class A common stock (6)	-		-	(9)		-
Equity		Class A common stock underlying the Pre-funded Warrants included in the Pre-funded Units	-		-			-
Equity		Class A common stock underlying the Series A Warrants included in the Common Units and the Pre-funded Units	Rule 457(o)	$	11,500,000	(2)	$	1,697.40
Equity		Underwriter Warrants to purchase Class A common stock (10)	Rule 457(g)		-			-
Equity		Class A common stock underlying Underwriter Warrants	Rule 457(g)	$	159,375	(2)(11)	$	23.53
		Total Offering Amounts and Fees		$	17,768,750		$	2,622.68	(12)

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the securities being registered hereunder include such indeterminate number of additional securities as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act on the basis of the maximum aggregate offering price of all of the securities to be registered.
(3)	No separate fee is required pursuant to Rule 457(i) under the Securities Act.
(4)	Includes (i) shares of Class A common stock and Pre-funded Warrants representing 15% of the number of shares of Class A common stock and/or Pre-funded Warrants offered and/or (ii) Series A Warrants representing 15% of the number of Series A Warrants offered to the public that the underwriters have the option to purchase to cover over-allotments, if any.
(5)	The proposed maximum aggregate offering price of Common Units proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-funded Units offered and sold in the offering, and the proposed maximum aggregate offering price of the Pre-funded Units to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Common Units sold in the offering. Accordingly, the proposed maximum aggregate offering price of the Common Units and Pre-funded Units (including the shares of Class A common stock issuable upon exercise of the Pre-funded Warrants included in the Pre-funded Units), if any, is $6,109,375.
(6)	The Series A Warrants are exercisable at a price per share equal to $4.00.
(7)	Includes Pre-funded Warrants and/or Series A Warrants representing 15% of the number of Pre-funded Warrants and Series A Warrants included in the Pre-funded Units offered to the public that the underwriters have the option to purchase to cover over-allotments, if any.
(8)	The Pre-funded Warrants are exercisable at an exercise price of $0.001 per Pre-funded Warrant.
(9)	Included in the price of the Pre-funded Units. No separate registration fee required pursuant to Rule 457(g) under the Securities Act of 1933, as amended.
(10)	No fee required pursuant to Rule 457(g) under the Securities Act.
(11)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. We have agreed to issue to the Underwriter warrants to purchase the number of shares of our Class A common stock (the “Underwriter Warrants”) in the aggregate equal to 3% of the shares of our Class A common stock to be issued and sold in this offering (excluding shares issuable upon exercise of any Series A Warrants). The Underwriter Warrants are exercisable for a price per share equal to 100% of the public offering price per Common Unit. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g), the proposed maximum aggregate offering price of the Underwriter Warrants is $159,375, which is equal to 37,500 (3% of the 1,250,000 Common Units) multiplied by $4.25 (100% of the offering price per Common Unit).
(12)	$4,884.14 was previously paid.

EX-1.1

Elate 1-S/A

EX-4.3

Exhibit 4.3

SERIES A COMMON STOCK PURCHASE WARRANT

ELATE GROUP, INC.

Warrant Shares: [_______] Issue Date: [_______], 2024

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [________], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_______], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Elate Group, Inc., a Delaware corporation (the “Company”), up to [______] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1.Warrant Agency Agreement. This Warrant is held in global form through DTC (or any successor depositary), and Warrant is issued subject to the warrant agency agreement dated on or about the issuance date of this Warrant, between the Company and Colonial Stock Transfer Co, Inc., as warrant agent (the “Warrant Agency Agreement”). To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agency Agreement, the provisions of this Warrant shall govern and be controlling.   

Section 2.Exercise. 

a)Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or a PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. 

b)Exercise Price. The exercise price per Warrant Share under this Warrant shall be $4.00, subject to adjustment hereunder (the “Exercise Price”).   

c)Cashless Exercise. If at any time of exercise hereof, there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless  

exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A) where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised,.  The Company agrees not to take any position contrary to this Section 2(c). Without limiting the cashless exercise provision set forth in this Section 2(c), the liquidated damages provision in Section 2(d)(i) or the buy-in provision in Section 2(d)(iv), there is no circumstance that would require the Company to net-cash settle this Warrant.

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Common Stock so reported, or (d) in all other cases, the fair market value of one share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of one share of Common Stock as determined by an independent appraiser selected in good faith by the

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Purchasers of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

d)Mechanics of Exercise. 

i.Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant is being exercise via cashless exercise, and otherwise by entering in the Company’s register of members the name of the Holder or its designee as the holder of the number of Warrant Shares to which the Holder is entitled pursuant to such exercise and physical delivery of a certificate in respect of such Warrant Shares to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”); Upon the delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. 

ii.Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. 

iii.Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. 

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iv.Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. 

v.No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share. 

vi.Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares. 

vii.Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof. 

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e)Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. 

f)Call Provision. If (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day  

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and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein.

Section 3.Certain Adjustments. 

a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on its Common Stock or any other equity or equity equivalent securities payable in Common Stock (which, for avoidance of doubt, shall not include any Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides its outstanding Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) its outstanding Common Stock into a smaller number of shares or (iv) issues by reclassification of its Common Stock any capital shares of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. 

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b)[Intentionally Omitted]. 

c)Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such grant, issuance or sale of the Purchase Rights, such Purchase Rights shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant; provided, however, that to the extent such Purchase Rights expire for the stockholders of the Company if not exercised, the Purchase Rights will also expire for the Holder as of such date. 

d)Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant. 

e)Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent (50%) or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of  

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arrangement) with another Person or group of Persons whereby such other Person or group acquires more than fifty percent (50%) of the outstanding shares of Common Stock (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of shares of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common equity of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.  “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(d) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.   The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such

8

Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

f)Subsequent Equity Sales.  If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood for purposes of the foregoing that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued or deemed issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(f) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the fourth Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(f), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(f), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive Warrant Shares at the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.  Notwithstanding the foregoing, in no event shall the Exercise Price be adjusted to a price less than $2.13 (fifty percent (50%) of the initial public offering price of the Common Stock in the offering in which this Warrant was issued) as a result of a Dilutive Issuance. 

“Common Stock Equivalents” means any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exempt Issuance” means the issuance of: (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, which plan is existing as of the date hereof; or (b) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Initial Exercise Date, provided that such securities have not been amended since such Initial Exercise Date

9

to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of any such securities or to extend the term of such securities.

g) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. 

h)Notice to Holder. 

i.Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. 

ii.Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the shares of Common Stock are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. 

Section 4.Transfer of Warrant. 

a)Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment,  

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the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary and subject to Sections 2(a) and 2(d)(ii), the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto. 

c)Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. 

Section 5.Miscellaneous. 

a)No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i). Notwithstanding the foregoing, prior to the exercise of the Warrant, the Holder shall have all the rights as a Holder of the Warrant, including, without limitation, as set forth in Section 3. 

b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate. 

c)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day. 

d)Authorized Shares. 

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of completing the issuance of the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant

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will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its amended and restated memorandum and articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e)Governing Law and Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. 

f)Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws. 

g)Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and  

12

expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 305 Broadway, Floor 7, New York, NY 10007, or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e- mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. 

i)Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 

j)Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate. 

k)Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of the Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or a holder of Warrant Shares. 

l)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder. 

m)Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. 

n)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. 

********************

(Signature Page Follows)

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IN WITNESS WHEREOF, the Company has caused this Series A Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

ELATE GROUP, INC.

By:

Name:

Title:

14

NOTICE OF EXERCISE

SERIES A WARRANT

TO: ELATE GROUP, INC.

(1)The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. 

(2)Payment shall take the form of (check applicable box): 

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3)Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below: 

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

_______________________________

_______________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity:

________________________________________________________________________
Signature of Authorized Signatory of Investing Entity:

________________________________________________________________________

Name of Authorized Signatory:

________________________________________________________________________

Title of Authorized Signatory:

________________________________________________________________________

Date:

________________________________________________________________________

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ASSIGNMENT FORM

SERIES A WARRANT

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)
Address:
	(Please Print)
Phone Number:
Email Address:
Dated: _______________ __, ______
Holder’s Signature:______________________
Holder’s Address: ______________________

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EX-5.1

Exhibit 5.1

 

February 12, 2024

Elate Group, Inc.

305 Broadway, Floor 7

New York, NY 10007

Re:Elate Group, Inc. S-1 Registration Statement (File No. 333-264073) 

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Elate Group, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission.

The Registration Statement pertains to an underwritten offering (the “Offering”) and relates to the issuance and sale by the Company of: (A) units (the “Units”), consisting of either (1) common units, each consisting of (i) one share of Class A common stock, par value $0.0001 per share (the “Common Shares”), (ii) two Series A warrants (each, a “Series A Warrant” and collectively, the “Series A Warrants”), each Series A Warrant to purchase one Common Share and (2) pre-funded units (the “Pre-Funded Units”), each consisting of (i) one pre-funded warrant (the “Pre-Funded Warrant” and together with the Series A Warrants, the “Warrants”), to purchase one Common Share, and (ii) two Series A Warrants, and (B)(1) warrants to purchase Common Shares to be issued to the representative of the underwriters thereunder (the “Underwriter Warrants” and together with the Units, the Common Shares, the Pre-Funded Units, the Warrants and the Common Shares issuable upon exercise of the Warrants and the Underwriter Warrants, the “Securities”); and (2) Common Shares underlying the Warrants and the Underwriter Warrants. We understand that the Securities are to be sold, as described in the Registration Statement. The Securities are being registered by the Company, which has engaged EF Hutton LLC to act as the representative of the underwriters in connection with the Offering.

In connection with our opinion expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.The Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Commission under the Act;  

2.The Amended and Restated Certificate of Incorporation of the Company, substantially in the form filed as Exhibit 3.3 to the Registration Statement; 

3.The Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, substantially in the form filed as Exhibit 3.5 to the Registration Statement;  

4.The Amended and Restated Bylaws of the Company, substantially in the form filed as Exhibits 3.4 to the Registration Statement; 

5.The Certificate of Amendment to the Amended and Restated Bylaws of the Company, substantially in the form filed as Exhibit 3.6 to the Registration Statement. 

6.Resolutions, adopted by the Board of Directors of the Company, relating to, among other matters, the issuance of the Securities; 

7.The form of underwriting agreement to be entered into by and between the Company and EF Hutton LLC, substantially in the form filed as Exhibit 1.1 to the Registration Statement; and 

8.Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein. 

In expressing the opinion set forth below, we have assumed the following:

1.Each individual executing any of the Documents, whether on behalf of such individual or another person is legally competent to do so. 

2.Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so. 

3.Each of the parties (other than the Company) executing any of the Documents has duly validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated forms. 

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents and there has been no termination, waiver or amendment of any provision of any of the Documents, by action or omission of the parties or otherwise

Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:

1.The issuance and sale of the Common Shares has been duly authorized by all necessary corporate action on the part of the Company and, when the Common Shares are issued and sold in the manner described in the Registration Statement, the Common Shares will be validly issued, fully paid and non-assessable; and 

2.The issuance and sale of the Warrants and Underwriter Warrants have been duly authorized, and when issued and sold in the manner described in the Registration Statement, the Warrants and Underwriter Warrants will be validly issued and will constitute the valid and binding obligations of the Company in accordance with the terms thereof; and the Common Shares underlying the Warrants and Underwriter Warrants have been duly authorized and, when issued in the manner described in the Registration Statement and in accordance with the terms and conditions of the Warrants and Underwriter Warrants, respectively (including the due payment of any exercise price therefor specified in the Warrants and Underwriter Warrants), the Common Shares underlying the Warrants and Underwriter Warrants will be validly issued, fully paid and non-assessable. 

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction other than the corporate laws of the State of Delawareand, with respect to the Warrants and Underwriter Warrants constituting valid and legally binding obligations of the Company, the laws of the State of New York. This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under “Legal Matters” in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are (i) “experts” within the meaning of Section 11 of the Act or the rules and regulations of the Commission promulgated thereunder or (ii) within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

BUCHALTER

A Professional Corporation

 

EX-10.11

 Exhibit 10.11

WARRANT AGENCY AGREEMENT

This WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of [●], 2024 (the “Issuance Date”) is between Elate Group, Inc., a Delaware corporation (the “Company”), and Colonial Stock Transfer (the “Warrant Agent”).

WHEREAS, pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated [●], 2024, by and among the Company and EF Hutton LLC, as the underwriter set forth therein (the “Underwriter”), the Company is engaged in a public offering of (i) up to [●] units (the “Common Units”), with each Common Unit consisting of one (1) share of Class A common stock, par value $0.0001 per share (the “Common Stock”) of the Company, and two (2) Series A Warrants (each a “Tradeable Warrant and collectively the “Tradeable Warrants”) of the Company, each Tradeable Warrant to purchase one (1) share of Common Stock, (ii) up to [●] pre-funded units (the “Pre-funded Units”), with each Pre-funded Unit consisting of one (1) pre-funded warrant to purchase one share of Common Stock at an exercise price of $0.001 per share (each a “Pre-funded Warrant,” and collectively, the “Pre-funded Warrants”) and two (2) Tradeable Warrants; and (iii) up to [●] shares of Common Stock, Pre-funded Warrants and/or Tradeable Warrants issuable pursuant to the Underwriter’s over-allotment option granted pursuant to the Underwriting Agreement;

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-264073) (as the same may be amended from time to time, the “Registration Statement”), for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Common Units, Pre-funded Units, Common Stock, Pre-funded Warrants, Tradeable Warrants and shares of Common Stock underlying the Pre-funded Warrants and Tradeable Warrants, and such Registration Statement was declared effective on [●], 2024; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Tradeable Warrants;

WHEREAS, the Company desires to provide for the provisions of the Tradeable Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Tradeable Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Tradeable Warrants the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Warrant Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Tradeable Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant Agreement (and no implied terms or conditions).

2. Tradeable Warrants.

2.1. Form of Tradeable Warrants. The Tradeable Warrants shall be registered securities and shall be evidenced by a global warrant (“Global Warrant”) in the form of Exhibit A to this Warrant Agreement. The Global Warrant shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. The terms of the Global Warrant are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Tradeable Warrants are not eligible for, or it is no longer necessary to have the

Tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation of the Global Warrant, and the Company shall instruct the Warrant Agent to deliver to DTC separate certificates evidencing Tradeable Warrants (“Definitive Certificates” and, together with the Global Warrant, “Warrant Certificates”) registered as requested through the DTC system.

2.2. Issuance and Registration of Tradeable Warrants.

2.2.1. Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration of transfer of the Tradeable Warrants.

2.2.2. Issuance of Tradeable Warrants. Upon the initial issuance of the Tradeable Warrants, the Warrant Agent shall issue the Global Warrant and deliver the Tradeable Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of security entitlements in the Tradeable Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”).

2.2.3. Beneficial Owner; Holder. Prior to due presentment for registration of transfer of any Tradeable Warrant, the Company and the Warrant Agent may deem and treat the person in whose name that Tradeable Warrant shall be registered on the Warrant Register (the “Holder”) as the absolute owner of such Tradeable Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any Tradeable Warrant. The rights of beneficial owners in a Tradeable Warrant evidenced by the Global Warrant shall be exercised by the Holder or a Participant through the DTC system, except to the extent set forth herein or in the Global Warrants.

2.2.4. Delivery of Warrant Certificate. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such Holder’s Global Warrant for a Warrant Certificate evidencing the same number of Tradeable Warrants, which request shall be in the form attached hereto as Exhibit B for Tradeable Warrants (each a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Tradeable Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver to the Holder a Warrant Certificate for such number of Tradeable Warrants in the name set forth in the Warrant Certificate Request Notice. Such Warrant Certificate shall be dated the date of issuance of the Warrant Certificate, shall include the initial exercise date of the Tradeable Warrants, shall be executed by an authorized signatory of the Company and shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Warrant Certificate to the Holder within three (3) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder the Warrant Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of Common Stock issuable upon exercise of the Tradeable Warrants (the “Warrant Shares”) evidenced by such Warrant Certificate (based on the VWAP (as defined in the Tradeable Warrants) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate Delivery Date until such Warrant Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Warrant Certificate and, notwithstanding anything to the contrary set forth herein, the Warrant Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Tradeable Warrants evidenced by such Warrant Certificate and the terms of this Agreement.

2.2.5. Execution. The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.

2.2.6. Registration of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Tradeable Warrants may be registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant Certificates evidencing the same number of Tradeable Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder desiring to register the transfer of Tradeable Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the Tradeable Warrants the transfer of which is to be registered or that is or are to be split up, combined or exchanged and, in the case of registration of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company and the Warrant Agent may require payment, by the Holder requesting a registration of transfer of Tradeable Warrants or a split-up, combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Tradeable Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with such registration of transfer, split-up, combination or exchange, together with reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto.

2.2.7. Loss, Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the replacement of lost Warrant Certificates. The Warrant Agent may receive compensation from the surety companies or surety agents for administrative services provided to them.

2.2.8. Proxies. The Holder of a Tradeable Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders that may own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement or the Tradeable Warrants; provided, however, that at all times that Tradeable Warrants are evidenced by a Global Warrant, exercise of those Tradeable Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.

3. Terms and Exercise of Tradeable Warrants.

3.1. Exercise Price. Each Tradeable Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $[●] with respect to the Tradeable Warrants, subject to the subsequent adjustments provided in the Global Warrant. The term “Exercise Price” as used in this Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time a Tradeable Warrant is exercised.

3.2. Duration of Tradeable Warrants. A Tradeable Warrant may be exercised only during the period (“Exercise Period”) commencing on the date of issuance and ending on the Termination Date. For purposes of this Warrant Agreement, the “Termination Date” shall have the meaning set forth in the Global Warrant. Each Tradeable

Warrant not exercised on or before the Termination Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Termination Date.

3.3. Exercise of Tradeable Warrants.

3.3.1. Exercise. Subject to the provisions of the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Tradeable Warrants by delivering to the Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period a notice of exercise of the Tradeable Warrants to be exercised (i) in the form attached to the Global Warrant or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). All other requirements for the exercise of a Tradeable Warrant shall be as set forth in such Tradeable Warrant.

3.3.2. The Warrant Agent shall, by 5:00 p.m., New York City time, on the Trading Day following the Exercise Date of any Tradeable Warrant, advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Tradeable Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Tradeable Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request. The Company shall issue the Warrant Shares in compliance with the terms of the Tradeable Warrant.

3.3.3. Valid Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Tradeable Warrant in conformity with this Warrant Agreement shall be validly issued, fully paid and non-assessable.

3.3.4. No Fractional Exercise. Notwithstanding any provision contained in this Warrant Agreement to the contrary, no fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Tradeable Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

3.3.5. No Transfer Taxes. The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Shares upon the exercise of Tradeable Warrants; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.

3.3.6. Date of Issuance. The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date, and for purposes of Regulation SHO, a holder whose interest in the Tradeable Warrant is a beneficial interest in certificate(s) representing the Tradeable Warrant held in book-entry form through DTC shall be deemed to have exercised its interest in the Tradeable Warrant upon instructing its broker that is a DTC participant to exercise its interest in the Tradeable Warrant, except that, if the Exercise Date is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the open of business on the next succeeding date on which the stock transfer books are open.

4. Adjustments. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of a Tradeable Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise of a Tradeable Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Section 3 of the Tradeable Warrant, then, in any such event, the Company shall give written notice to the Warrant Agent. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided by the Company with respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Tradeable Warrant, or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with any such certificate, notice or instructions

or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have received written notice thereof from the Company.

5. Restrictive Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the Tradeable Warrants must also bear a restrictive legend upon that transfer. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Tradeable Warrant.

6. Other Provisions Relating to Rights of Holders of Tradeable Warrants.

6.1. No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Tradeable Warrants, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of Tradeable Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Tradeable Warrants.

6.2. Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Tradeable Warrants issued pursuant to this Warrant Agreement.

7. Concerning the Warrant Agent and Other Matters.

7.1. Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section 7.1.

7.2. (a) Whether or not any Tradeable Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.

7.3. As agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Tradeable Warrants or any Warrant Shares; (c) shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (d) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed by it to be

genuine and to have been signed by the proper party or parties; (e) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (f) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Tradeable Warrants, including without limitation obligations under applicable securities laws; (g) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than five business days after the date such application is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted; (h) may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (i) may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (j) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (k) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof.

7.4. (a) In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement. Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b) In the event any question or dispute arises with respect to the proper interpretation of the Tradeable Warrants or the Warrant Agent’s duties under this Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the Holders and all other persons that may have an interest in the settlement.

7.5. The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”) arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of the Warrant Agent’s gross negligence or willful misconduct.

7.6. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date and the date on which no Tradeable Warrants remain outstanding (the “Termination Date”). On the business day following the Termination Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in this Section 8 shall survive the termination of this Warrant Agreement.

7.7. If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted by applicable law.

7.8. The Company represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) the offer and sale of the Tradeable Warrants and the execution, delivery and performance of all transactions contemplated thereby (including this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, binding and enforceable obligation of the Company; (d) the Tradeable Warrants will comply in all material respects with all applicable requirements of law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the offering of the Tradeable Warrants.

7.9. In the event of inconsistency between this Warrant Agreement and the descriptions in the Tradeable Warrants, as it may from time to time be amended, the terms of this Warrant Agreement shall control.

7.10. Set forth in Exhibit C hereto is a list of the names and specimen signatures of the persons authorized to act for the Company under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify to the Warrant Agent the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.

7.11. Except as expressly set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement shall be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature to this Agreement, or, if to the Warrant Agent, to 7840 S 700 E, Sandy, Utah 84070, or to such other address of which a party hereto has notified the other party.

7.12. (a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out of or relating to this Warrant Agreement. (b) This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of this Warrant Agreement. (c) No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties determine, in good faith, shall not adversely affect the interest of the Holders. All other amendments and supplements shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Tradeable Warrants, provided that adjustments may be made to the Tradeable Warrant terms and rights in accordance with Section 4 without the consent of the Holders.

7.13. Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Tradeable Warrants, but the Company may require the Holders to pay any transfer taxes in respect of the Tradeable Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Tradeable Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.

7.14. Resignation of Warrant Agent.

7.14.1. Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized and existing under the laws of any state of the United States of America, in good standing, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

7.14.2. Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.

7.14.3. Merger or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust or other entity, and shall include any successor (by merger or otherwise) thereof or thereto.

8. Miscellaneous Provisions.

8.1. Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.

8.2. Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder to provide reasonable evidence of its interest in the Tradeable Warrants.

8.3. Counterparts. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

8.4. Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.

9. Certain Definitions. As used herein, the following terms shall have the following meanings:

(a) “Trading Day” means any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market in the United States on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 P.M., Eastern Standard Time).

(b) “Trading Market” means NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.

[Signature Page Follows]

IN WITNESS WHEREOF, this Warrant Agency Agreement has been duly executed by the parties hereto as of the day and year first above written.

ELATE GROUP, INC.
By:
Name:	Kevin Britt
Title:	Chief Executive Officer

COLONIAL STOCK TRANSFER

By:

Name:

Title:

EXHIBIT A

TRADEABLE WARRANT

EXHIBIT B

TRADEABLE WARRANT CERTIFICATE REQUEST NOTICE

To: ___________ as Warrant Agent for __________ (the “Company”)

The undersigned Holder of Series A Common Stock Purchase Warrants (“Tradeable Warrants”) in the form of

Global Tradeable Warrants (“Global Tradeable Warrants”) (issued by the Company hereby elects to receive a Warrant Certificate evidencing the Tradeable Warrants held by the Holder as specified below:

1.	Name of Holder of Tradeable Warrants in form of Global Tradeable Warrants: ____________________________
2.	Name of Holder in Warrant Certificate (if different from name of Holder of Tradeable Warrants in form of Global Tradeable Warrants): ________________________________
3.	Number of Tradeable Warrants in name of Holder in form of Global Tradeable Warrants: ___________________
4.	Number of Tradeable Warrants for which Warrant Certificate shall be issued: __________________
5.	Number of Tradeable Warrants in name of Holder in form of Global Tradeable Warrants after issuance of Warrant Certificate, if any: ___________
6.	Warrant Certificate shall be delivered to the following address:

______________________________

______________________________

______________________________

______________________________

The undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered the number of Tradeable Warrants in form of Global Tradeable Warrants in the name of the Holder equal to the number of Tradeable Warrants evidenced by the Warrant Certificate.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ____________________________________________________

Signature of Authorized Signatory of Investing Entity: ______________________________

Name of Authorized Signatory: ________________________________________________

Title of Authorized Signatory: _________________________________________________

Date: _____________________________________________________________________

EXHIBIT C

AUTHORIZED REPRESENTATIVES

Name	Title	Signature
Kevin Britt	Chief Executive Officer
Gary N. Lowenthal	Chief Financial Officer

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Elate Group, Inc.

We hereby consent to the use in the amended Registration Statement of Elate Group, Inc. (formerly Elate Moving LLC) (the “Company”) of our report dated April 25, 2023, relating to the consolidated financial statements of the Company as of and for the years ended December 31, 2022 and 2021, which report is contained in the prospectus, which is part of the amended registration statement.

We also consent to the reference to us under the caption “Experts” in the prospectus.

/s/ Macias Gini & O’Connell LLP

Macias Gini & O’Connell LLP

Irvine, CA

February 12, 2024