Confidential Draft registration statement submitted to the Securities and Exchange Commission on June 16, 2023.

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

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

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

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

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

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

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

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

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

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

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

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

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

Investing in our securities involves a high degree of risk. See “RISK FACTORS” beginning on page 15 of this prospectus for a discussion of information that should be considered in connection with an investment in the Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

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

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

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

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

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

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

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

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

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

PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. Because it is a summary, it does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Company,” “we,” “us,” “our,” or similar terms refer to Amphitrite Digital Incorporated together with its consolidated subsidiaries.

Our Business

Our Mission

Our mission is to provide exceptional vacation or staycation tours, activities and attractions to our guests while staying committed to delivering industry leading unique, fun, and educationally memorable experiences. We believe that our boats, yachts and ships are increasingly versatile, allowing consumers to use them for a wide range of maritime based tours and activities that enhance the experience on the water with family and friends. Whether a day, a week, or a lifetime, we provide our guests the “best day of their vacation”. We believe that the performance, quality, value and multi-purpose features of our maritime vessels, combined with our operating processes and platforms, built from the foundation of best-in-class digital technology, position us to achieve our goal of becoming the market share leader in North America and the Caribbean in the expanding maritime tour activity and attractions market.

Company Overview

We provide award-winning in-destination tours, activities and attractions (“TAA”) in the continental United States and the United States Virgin Islands (“USVI”) using itineraries that feature up-close encounters with marine wildlife, nature, history and culture, and promote guest empowerment and interactivity. We have pioneered innovative ways to allow our guests to connect with exotic and remote places. Many of these maritime expeditions involve travel to top vacation destinations such as the USVI, Panama City Beach, Florida, and Chicago, Illinois. We have been the recipient of TripAdvisor’s 2022 and 2023 Travelers Choice Award, and we were voted the Best Day Sail operation by the Virgin Islands Daily News for 2021 and 2022. We own and operate 44 luxury catamarans and power boats in the USVI, 13 catamaran yachts and power boats in Panama City, Florida, and offer a variety of maritime tours on Lake Michigan from Chicago on the Tall Ship Windy, a 148-foot, traditional four-masted topsail schooner ship designated as the official Tall Ship Ambassador for the City of Chicago.

Our operating business units include Seas the Day Charters USVI, Windy of Chicago, Paradise Adventures Catamarans and Watersports in Panama City Beach, Florida, Paradise Yacht Management group in the U.S and British Virgin Islands, and Magens Hideaway on St. Thomas, USVI.

Our principal executive office is located at 6100 Red Hook Qtrs, B1-2, St. Thomas, Virgin Islands 00802. Our telephone number is 312-386-5906. Our customers book our tours through (i) our websites at www.amphitritedigital.com, www.tallshipwindy.com, www.seasthedayusvi.com, www.paradiseadventurespcb.com, www.paradiseyachtmanagement.com, www.chartersmarter.com, and www.magenshideaway.com, and (ii) strategic relationships with online travel agents (“OTAs”) to provide optimal guest experiences, revenue generation and operational efficiencies. Our websites are not part of this prospectus.

On July 31, 2022, we completed an SEC Regulation Crowdfunding and sold an aggregate of 650,034 shares of our Common Stock for proceeds of $650,034.

Reorganization and Acquisitions

Our predecessor’s operations, Ham and Cheese Events LLC (“HAM”), a Texas limited liability company was formed in March 2012 and controlled by Hope and Scott Stawski, our President and Chairman, respectively. We were formed on April 1, 2022 by Hope and Scott Stawski and Patrick Mullet, our Vice President of Operations. As part of our formation, we formed and acquired two entities:

●

On April 1, 2022, we acquired Windy of Chicago Limited, a limited liability company formed in Illinois on March 30, 1995, which owns and operates Tall Ship Windy in Chicago, a 148-foot, traditional four-masted topsail schooner ship, in exchange for $100,000 with interest at the rate of four percent per annum to be paid on or before April 1, 2023, as provided for in a secured promissory note secured by our assets. Upon the occurrence and during the continuance of any event of default, all outstanding principal of the secured promissory note shall bear interest at the rate of ten percent per annum. As of March 31, 2023, we have paid $50,000 toward the promissory note.

●

On April 19, 2022, we formed STDC Holdings Incorporated (“STDC Holdings”), a USVI C-corporation, as a wholly owned operating unit to acquire the ongoing operations and assets of HAM’s boat charter and luxury villa rental business in the USVI, which does business as Seas the Day Charters USVI, in exchange for the assumption of $1,948,901 of HAM’s debt and payment of $551,098.06 with interest at the rate of four percent per annum to be paid on or before April 1, 2028, as provided for in a secured promissory note secured by our assets. Upon the occurrence and during the continuance of any event of default, all outstanding principal of the secured promissory note shall bear interest at the rate of ten percent per annum. As of March 31, 2023, we have paid $0 toward the promissory note.

In 2023, we expanded our operations with the acquisition of an additional wholly owned subsidiary and anticipate acquiring another wholly owned subsidiary upon the consummation of this initial public offering:

●

On January 18, 2023, we acquired Paradise Adventures LLC, a Florida limited liability company formed on September 18, 2012, that operates a boat charter and watersports business at the Bluegreen’s Bayside Resort and Spa in Panama City Beach, Florida, and is equipped with a fleet of 13 charter vessels as well as water sports equipment, in exchange for approximately $3,200,000 subject to (a) a cash payment of $755,134 to be paid at or prior to the closing of the transaction, (b) a promissory note in the amount of $2,075,999 with a simple interest at the rate of 0% percent per annum to be paid at the effective date of this registration statement, (c) a payoff of vessel liens in the amount of $408,040.06, (d) a payment of escrow deposit in the amount of $64,000 and (e) a stock assignment of 300,000 shares of common stock of the Company as provided for in the Assignment and Transfer of Stock Certificate. On May 31, 2023, the Company pre-paid $500,000 toward the promissory note leaving a balance of $1,575,999 as of that date.

●

On October 18, 2022, we entered into a non-binding Letter of Intent to acquire Paradise Yacht Management LLC, a USVI limited liability company, headquartered in St Thomas, USVI, and formed on July 21, 2015, comprising of Paradise Yacht Management, LLC and Paradise Yacht Sales, LLC, formed in November 2019, CharterSmarter, LLC, formed in August 2020, Paradise Yacht Clearing, LLC, formed in August 2021 and PYM (BVI) Ltd, formed in May 2022. On March 24, 2023 we entered into a binding Purchase Agreement to acquire said companies, which collectively provide luxury yacht management services and all-inclusive luxury yacht vacations for guests aboard luxury sailing and motor yachts in the Caribbean with a fleet of 31 managed yachts. The acquisition was in exchange for $8,780,000, including $6,280,000 as the “Base Price” and up to $2,500,000 as the “Contingent Consideration.” The payment of the Contingent Consideration is contingent on meeting and exceeding full-year 2022 and 2023 financial plans. The Base Price is to be paid on the earlier of the closing of this Offering and June 22, 2023. In addition, we also provide ancillary yacht management services which include term charter broker sales activity, term charter clearing agent activity, yacht sales brokerage services, and yacht maintenance services. We anticipate our acquisition of Paradise Yacht Management LLC to be completed upon the consummation of this initial public offering.

Market Opportunity

The TAA market, commonly referred to as in-destination travel, includes tours, activities, attractions & events. This sector of the travel industry is the third largest sector by spending and represents the activities travelers partake ‘in destination’ when they arrive at their location. According to Verified Market Research’s January 2021 Global In-Destination Travel Market Research report, the global in-destination portion of the travel market will reach about $297.6 billion in 2026 from 133.6 US$ Million in 2022, with a CAGR of 17.3%. The North American TAA market is estimated to reach $90 billion according to the same report. The market for activities is highly fragmented with most providers offering a limited range of services at few locations with limited use of technology. We believe an opportunity exists for a well-funded provider to become a brand trusted in multiple destinations. Amphitrite Digital believes it uses technology to more effectively market and book tours, manage resources and improve our operating efficiencies than our competitors.

●

Fragmentation. The tour activity operator industry is fragmented, with few large, multi-geographic players. This fragmentation results in a lack of efficiency and economy of scale. According to an October 2022 Phocuswright Research report titled ‘The outlook for travel experiences’, “More than eight in 10 operators generate less than $200,000 in annual gross sales”. According to an October 2022 Phocuswright Research publication titled ‘Move to digital gains momentum in tours and activities sector’ not only is the average TAA operator small, with the industry average being $250,000 in revenue, but TAA operators also do not tend to have longevity. 45% of current TAA businesses are less than 7 years old.

●

Technology Adoption. The digital technology revolution has not reached the in-destination tour activity operator industry. Fragmentation and TAA operators with low revenue bases are some of the causes of a low technology adoption rate in the industry. As stated in a September 2018 article published in Skift by Dan Peltier and Andrew Sheivachman, “Nearly every travel sector has leveraged the internet to modernize and give consumers a more convenient booking experience during the past two decades. Tours and activities are a notable exception largely because of global fragmentation”.

●

Value Chain Optimization. Tech-savvy consumers demand digitally enabled ease of use in all rungs of the value chain. For consumers looking for in-destination tours and activities, this includes consumer ease in researching in-destination activities and extends to the booking process and culminates in the activity itself. However, existing TAA operators have not embraced digital technology and the resulting improvements in business processes. According to Skift Research, published in March 2022, titled ‘Tours and Activities Go From Hardest Hit to In Hot Demand This Year: New Survey’, “Not all operators of tours, attractions, and experiences have adapted the latest technologies, which may mean they are leaving some money on the table as consumers switch from walk-up bookings to digital channels”. This digital enablement also extends to the actual tour and activity experience including digital guides, social media value-adds, and on activity virtual enhancement as examples.

Amphitrite Digital believes we have effectively addressed these opportunities using digital technology for our TAA business operations, including advertising and marketing, customer service, repair and maintenance and overall operations resulting in efficiencies not usually seen in this sector.

Our Solutions and Competitive Strengths

We believe our strength is our ability to re-imagine and re-map the traditional TAA operator to a futuristic, digitally enabled operating model. We believe our integrated, digitally enabled operating model allows us to exceed consumer expectations while providing a foundation for both organic growth and the continuation of an acquisition roll-up strategy. Directly addressing the market opportunities of the TAA industry, we believe the following competitive strengths to support our core mission:

●

Digitally Enabled Business Operating Model. The foundation of our competitive strength is the utilization of digital technology in all aspects of our operations. We refer to this digital foundation as “The Helm”. The Helm is both an operating business model philosophy and an online and app portal, allowing our employees, contractors and associates, including sales affiliates, marketing and advertising companies and key suppliers, to access information and key technology to enhance our performance. We strive to bring this digital technology to the TAA industry, which is characterized by a low technology adoption rate. Through our agreements and licenses with our technology service providers listed below, we believe our digital operating platform allows us to deliver a better guest experience and higher revenue growth at a lower cost of operation.

●

Highly Effective Marketing Program. We have a digitally enabled advertising and marketing program that emphasizes online and direct sales and is complementary to our OTA sales channel. Utilizing digitally enabled campaign management, as well as AI and machine learning, our programmatic advertising campaigns allow us to acquire guests at a significantly lower cost than the industry average. Our marketing programs resulted in a return on advertising spending (“ROAS”) of 836.58% for the twelve months ended March 31, 2023 for our operating business units of Seas the Day Charters USVI, Windy of Chicago, and Paradise Adventures LLC. Our ROAS of 836.58% for this time period converts to a cost of online and direct revenue of 11.95% which we believe provides Amphitrite with a competitive advantage in the TAA industry. Website and social media traffic for this time period, measured by unique users, was 4.27 million, an increase of 365% year over year for our company-owned websites at tallshipwindy.com, seasthedayusvi.com, paradiseadventurespcb.com and paradiseyachtmanagement.com.

●

Unique Maritime Charter and Activity Products and Guest Experience. Since our start in 2018, our wholly owned operations have grown from 1 yacht in St. Thomas, USVI, to 59 boats, yachts and ships in the United States and the Caribbean.

○

In the USVI, we own and operate Seas the Day Charters USVI, a luxury day charter and tour operator in St. Thomas and St. John. Seas the Day Charters USVI owns and operates 5 luxury catamaran yachts, 5 luxury power yachts and 3 runabout power boats, offering a variety of day sail activities, including private charters, beach and snorkeling excursions, and island-hopping adventures.

○

In the Caribbean, we manage and operate Paradise Yacht Management, the leading multi-day luxury yacht charter operation in the Leeward Islands. We anticipate our acquisition of Paradise Yacht Management to be completed upon the consummation of this initial public offering. Operating out of the USVI and the British Virgin Islands, Paradise Yacht Management manages and markets 31 privately owned luxury yachts with a market value of over $35 million. Paradise Yacht Management specializes in week-long, luxury ‘crewed’ yacht charters with destinations throughout the Leeward Islands.

○

In Florida, we own and operate Paradise Adventures Catamarans and Watersports from the Bluegreen’s Bayside Resort and Spa in Panama City Beach, Florida. The Paradise Adventures fleet of all company-owned vessels includes 2 catamarans, 1 monohull luxury sailing yacht, 3 powerboats, 7 pontoon boats and 1 work barge for a variety of excursions, including sightseeing, dolphin tours, snorkeling, watersports and private parties.

○

On Lake Michigan, we own and operate Windy of Chicago Ltd, which owns and operates Tall Ship Windy. Tall Ship Windy is the Official Tall Ship Ambassador for the City of Chicago; designated and commended by Mayor Richard Daly and the Chicago City Council in 2006. The Tall Ship Windy sails daily from Navy Pier in Chicago from May through September and offers skyline sails, sunset sails, fireworks sails, as well as a premium location for weddings, private parties and full ship charters for corporate events.

○

In St. Thomas, USVI, we sublease Magens Hideaway, a luxury villa and bed and breakfast offering land and sea vacations and activities to its guests. Magens Hideaway comprises three buildings surrounding a quietly bubbling fountain and tropical garden views in the traditional Caribbean Danish architectural style. Accommodating 14 guests, the luxury property sits atop Peterborg peninsula on St. Thomas and overlooks Magens Bay on the south side and the British Virgin Islands on its north side.

●

Company-owned Marketing and Distribution Channels. Our key marketing philosophy is to own the predominance of our guest acquisition and retention channels. Our primary marketing objective is to utilize our digitally enabled advertising and marketing to drive sales through our company-owned websites (tallshipwindy.com, seasthedayusvi.com, paradiseadventurespcb.com, paradiseyachtmanagement.com, chartersmarter.com, and magenshideaway.com) and direct bookings, as this channel powered by our digitally-enabled online advertising has the lowest cost of sale at 11.9% for the twelve months ended March 31, 2023.

○

We have made substantial progress with fully automating the charter and activity booking process by utilizing best of class digital reservation technologies, API linkages, transparent pricing strategies, effective automated customer service tools, and improved multi-channel communication. The company has completed and implemented fully automated, self-service websites and reservation platforms for the business units of Seas the Day Charters USVI, Windy of Chicago and Paradise Adventures. The company intends to complete and implement a fully automated, self-service reservation website and platform for Paradise Yacht Management by June 1, 2023.

○

Company-owned websites, direct ticket sales and other non-OTA channels represented 64% of our revenue in the twelve months ended March 31, 2023. We will strive to grow revenue by emphasizing online and direct bookings at a cost of sale lower than the OTA channel provides. We believe OTA channels typically charge between a 15% to a 30% commission, the continued movement of sales to company-owned online and direct sales channels at an 11.9% cost of sale is a competitive advantage.

○

Recognizing that OTAs will continue to play an important role in the sector, we continue to develop strategic relationships with certain OTAs, including Expedia, TripAdvisor, Tripshock and GetYourGuide, which represented 36% of our revenue in the twelve months ended March 31, 2023. Our primary OTA provider, TripAdvisor, represented 29% of revenue for the twelve months ended March 31, 2023. Viator through its online travel agency websites including TripAdvisor.com and Viator.com promotes and sells the company’s tours. We anticipate that strategic partnerships with global and regional OTAs will continue to augment our primary direct channel.

●

Highly Experienced Management Team. Our management team consists of highly skilled technology, marketing and hospitality professionals.

○

Scott Stawski, our co-Founder, Chairman of the Board of Directors, Chief Revenue Officer, and Acting Chief Accounting Officer, served in various executive roles for DXC Technology Inc (NYSE: DXC) (formerly Hewlett Packard Enterprises Services and Electronic Data Systems). As a recognized digital technology thought leader, Scott Stawski authored Inflection Point – How the Convergence of Cloud, Mobility, Apps and Data Will Shape the Future of Business, which was published and distributed globally by Pearson FT Press in 2015. In 2019, McGraw-Hill published his second book, The Power of Mandate – How Visionary Leaders Keep Their Organization Focused on What Matters Most. Scott recognized that the maritime tour activity and attraction industry was operating inefficiently due to low technology adoption and lack of scale due to industry fragmentation. Since 2018, Scott has worked with our technology partners and enablers to build an operating model for the standard operating processes of the company that were integrated and digitally-enabled by the best of class technology. One key operating process of this digital operating platform is the company’s digital advertising and marketing programs led by Scott as our Chief Revenue Officer.

○

Hope Stawski, our co-Founder, President and Director is an accomplished hospitality executive with many years in management positions at ARAMARK, Hyatt-Regency and other leading hospitality companies. Hope Stawski leads the day-to-day operations of the company and has proven invaluable in developing our award-winning guest experience program. She is also deeply involved in all aspects of recruitment, merchandising and special events.

○

Patrick Mullett, our co-Founder, Vice President of Operations, Secretary and Director, is a seasoned hospitality executive, most recently VP of Operations for Margaritaville Caribbean Group, responsible for the opening and management of Jimmy Buffett’s Margaritaville restaurants in the Caribbean. Pat Mullett is responsible for the daily operations in the Caribbean.

○

Michael Klaus, our independent director and Chair of the Audit Committee, has served as a member of the Board of Advisors for SoftServe Inc, a Ukraine-based technology company specializing in consultancy services and software development, and held various Executive Management and Officer positions with DXC Technology Inc (NYSE: DXC) (formerly Hewlett Packard Enterprises Services and Electronic Data Systems).

○

Robert Chapple, our independent director and Chair of the Compensation Committee, served as the Chief Revenue Officer for Civis Analytics, where he was responsible for creating new data analytics product strategies and initial marketing and held various management roles with Hewlett Packard Enterprises.

○

Anu Singh, our independent director, is Managing Director, Practice Leader, Partnerships, Mergers & Acquisitions of Kaufman Halls Associates, LLC, where she leads the firm’s Partnership, Mergers, & Acquisitions practice, with more than 25 years of experience as a trusted advisor to top executives and boards nationwide. He has worked on more than 350 partnership engagements for a broad range of organizations. Anu Singh currently leads the evaluation, structuring, negotiation, and execution of mergers, acquisitions, partnerships, joint ventures, and other forms of transactions. He also helps organizations assess their strategic options, growth strategies, and enterprise optimization efforts. His clients include healthcare service organizations and other mission-based organizations, capital providers and lenders within the healthcare provider industry.

○

Richard Phillips, our independent director, has extensive management experience with over 24 years with JP Morgan and 18 years in leadership positions with two successful turnaround opportunities, both involving private equity ownership. He has actively led M&A and capital raising efforts from both a provider and client perspective. He has successfully performed key leadership roles in managing critical operations and business transformations.

○

Martha Gorum, Esq., our independent director, has been deeply involved in diverse industries. Martha has a track record of employing business growth initiatives, unique sales strategies, and a collaborative leadership style in driving business excellence as well as delivering measurable market share gains. For over 4 decades, Martha Gorum built her career around challenging the status quo in the hospitality, facility and sales fields. Martha Gorum has 13 years of experience as a sales-oriented leader at Aramark playing a pivotal role in driving double-digit growth through impeccable sales initiatives and customer-focused marketing.

○

Bryan Mason, Esq., is our employee representative on Amphitrite’s Board of Directors. He is a former Chicago attorney who moved to the Caribbean and became a charter boat captain. Based out of St. Thomas, USVI, he currently runs boat charters for Seas the Day Charters. He brings to us his unique experience in both the legal and boat charter industries.

Growth Strategy

The in-destination tour activities and attractions industry is highly fragmented with a low technology adoption rate. According to a November 2023 Phocuswright Conference article titled, ‘The Future of Experiences: Tours, Activities, Attractions’, “Tours, activities and attractions (TAA) is perhaps the most diverse and fragmented sector in the global tourism industry. It is also the least understood and studied.” According to a Tourwriter article titled, ‘The travel industry is resilient,’ the industry has proven to be highly resilient and has rapidly rebounded after global crises. According to an October 2022 Phocuswright Research titled, ‘The outlook for travel experiences’, “Gross industry revenue will surpass 2019 by 2024, when global gross bookings will reach $260 billion.”

With increasing global and North American consumer spending on tours, activities and attractions, and the increased need for a digitally optimized business operating model in the TAA industry, the company believes that the market opportunity in this space will be best captured by TAA operators who embrace digital technology as an enabler to their major business processes. Key elements of our growth strategy include:

●

Customer Segment Targets. Our marketing objective is to focus on obtaining guests using our digitally enabled operations without discounting. The customer segments we actively target include:

○

Consumer Vacationers: Individuals and families planning and conducting vacations in the geographies we serve;

○

Consumer Staycationers: Individuals and families residing in the geographies we serve; and

○

Businesses and Business Groups. Businesses and business groups desiring to have corporate events in the growing geographies we serve.

●

Organic Growth in Existing Geographies. We plan to grow our operations solely in North America and the Caribbean over the next 5 years. We believe a 15% market share for maritime tours and activities in each geography entered achieves the economies of scale and operational efficiency to maximize profitability. In each geography entered, we will continue to use our competitive strength in digitally enabled guest acquisition to achieve this target. In the near term, we will continue to work on organic growth to achieve our market share goals in Chicago, Panama City Beach, Florida and the Virgin Islands.

●

Acquisition / Roll-up Strategy. The TAA industry is fragmented, and current operators have a low technology adoption. According to an October 2022 Phocuswright Research titled, ‘The outlook for travel experiences’ discussed above, “Tour and attraction operators, which have historically lagged in digital adoption, may cede ground in online market share to faster- moving OTAs.” These challenges present an opportunity for us to pursue an acquisition roll-up strategy. We have successfully acquired TAA operators in Chicago, Florida and the Caribbean. The company has an active acquisition pipeline and it is the company’s intent to complete further acquisitions in the next twelve months.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

AND A SMALLER REPORTING COMPANY

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

	●	only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

	●	reduced disclosure about our executive compensation arrangements;

	●	no non-binding advisory votes on executive compensation or golden parachute arrangements; and

	●	exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

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 would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. Additionally, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption and, therefore, while we are an emerging growth company, we will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not emerging growth companies.

We are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is greater than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter.

SUMMARY RISK FACTORS

●

Scott Stawski, our co-Founder, Chairman and Chief Revenue Officer, and Hope Stawski, our co-Founder and President, are husband and wife collectively hold 64.68% of our Common Stock as of May 31, 2023 and will collectively hold [●]% of our Common Stock post this Offering, giving them the ability to influence the outcome of director elections and other matters requiring stockholder approval.

●

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

●

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

●

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

●

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

●

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

●

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

●

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

●

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

●

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

●

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

●

Once listed on Nasdaq, our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our Common Stock.

●

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

●

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

●

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

●

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

●

The financial and operational projections that we may make from time to time are subject to inherent risks.

●

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

●

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

●

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

●

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

●

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

CORPORATE INFORMATION

We are incorporated under the laws of the United States Virgin Islands on April 1, 2022. Our principal executive office is located at 6100 Red Hook Qtrs, B1-2, St. Thomas, Virgin Islands 00802. Our phone number is 312-386-5906. Our website address is www.amphitritedigital.com. We do not incorporate the information on or accessible through our website as part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

THE OFFERING

The following summary of the Offering contains basic information about the Offering and our securities and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of our securities, please refer to the section of this prospectus entitled “DESCRIPTION OF SECURITIES.”

Common Stock offered by us		We are offering [●] shares of Common Stock.

Public Offering Price		The assumed public offering price is between $[●] and $ [●] per share of Common Stock.

Common Stock outstanding before this Offering⁽¹⁾		9,971,709 shares of Common Stock

Common Stock outstanding after this Offering⁽¹⁾		[●] shares of Common Stock or [●] shares if the underwriters exercise their over-allotment option in full, and assuming in each case, no exercise of the Underwriters’ Warrants.

Over-allotment option		The underwriters have an option for a period of 45 days to purchase from us up to an additional 15% of the shares of Common Stock sold in this public offering solely for the purpose of covering over-allotments, if any.

Use of Proceeds		We expect to receive approximately $[●] net proceeds from this Offering (approximately $[●] if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $[●] per share of Common Stock, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated Offering expenses payable by us. We plan to use the proceeds of the Offering for technology development, marketing program expansion, executive and management recruitment, debt retirement and future acquisitions. Please see “USE OF PROCEEDS” on page 49 of this prospectus for a more complete description of the intended use of proceeds from this Offering.

Underwriters’ Warrants⁽²⁾		Upon the closing of this Offering, we have agreed to sell to the representative of the underwriters of this Offering, or its permitted designees, for nominal consideration, warrants to purchase 8% of the shares of Common Stock sold in this Offering as additional consideration to the underwriters in this Offering. The Underwriters’ Warrants will have an exercise price equal to 100% of the public offering price in this Offering and shall be exercisable commencing six (6) months after the effective date of the registration statement related to this Offering, and will expire five years after the commencement of sales of this Offering. The Underwriters’ Warrants will contain customary anti-dilution, “cashless” exercise and registration rights provisions. For additional information regarding our arrangement with the underwriters, please see “UNDERWRITING.”

Risk Factors		Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “RISK FACTORS” section beginning on page 15 of this prospectus before deciding whether or not to invest in our securities.

Proposed Nasdaq Ticker Symbol		We have applied to list our Common Stock on the Nasdaq Capital Market, or Nasdaq, under the symbol “AMDI”. No assurance can be given that our application will be approved. If our Common Stock is not approved for listing on Nasdaq, we will not consummate this offering.

Lockups		We and our directors, officers, and holders of 1% of our outstanding securities have agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of the Common Stock for a period of 180 days from the effectiveness of this registration statement., in the case of our company and our officers and directors. See “UNDERWRITING” on page 127.

(1)

The number of shares of Common Stock outstanding after this Offering, as set forth in the table above, is based on [●] shares of the Common Stock outstanding as of [●] 2023, which excludes, as of that date, (i) outstanding options to purchase [●] shares of the Common Stock granted as of the date of this Offering pursuant to our Incentive Plans adopted on April 1, 2022 (the “Plan”) (ii) options to purchase [●] shares of our Common Stock available for future issuance under the Plan and (iii) Underwriters’ Warrants will not be exercisable for six (6) months from the effective date of this Registration Statement and will expire five (5) years from such date entitling the underwriters to purchase 8% of the number of shares of the Common Stock sold in this Offering, at an exercise price equal to 100% of the public offering price. For additional information regarding our arrangement with the underwriters, please see “UNDERWRITING.”

(2)

The actual shares of Common Stock and Underwriters’ Warrants that we will offer and that will be outstanding after this Offering will be determined based on the actual public offering price.

SUMMARY CONSOLIDATED FINANCIAL DATA

The following table presents our summary historical financial data for the periods presented and should be read in conjunction with “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” and the financial statements and notes thereto included elsewhere in this prospectus. The statements of operations data for the fiscal years ended December 31, 2022, and December 31, 2021 are derived from our audited financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data and the consolidated balance sheet data as of December 31, 2022 and 2021 has been derived from our audited consolidated financial statements included elsewhere in this prospectus.

Our historical results presented herein are not necessarily indicative or predictive of results in any future period. We derived the combined income statements data and the combined statement of financial position data for the years ended December 31, 2022 and 2021 from our audited combined financial statements included elsewhere in this prospectus. In our opinion, any unaudited financial and non-GAAP measurements presented herein represent a fair presentation of such financial data. We recommend reading the following information in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” “Business” and our combined financial statements and related footnotes included in this prospectus. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” below for further discussion of the use of the below non-GAAP financial measures.

	Fiscal Year Ended December 31,
	2022			2021
Statement of Operations Data:
Net sales	$	4,591,690		$	2,059,001
Cost of revenue	$	3,791,356		$	1,633,373
Gross profit	$	800,334		$	425,628
Total operating expenses	$	3,395,220		$	324,727
Income (loss) from operations	$	(2,594,886	)	$	100,901
Total other income (expenses)	$	(415,815	)	$	(28,277	)
Net income (loss)	$	(3,010,701	)	$	72,624
Basic and dilutive income (loss) per share of common stock	$	(0.41	)	$	0.01
Weighted average number of shares of common stock outstanding		7,327,764			6,400,000
Adjusted EBITDA¹	$	454,364		$	347,627
Adjusted EDITDA margin, net²		9.9	%		16.9	%
Net cash from operating activities	$	(108,167	)	$	475,962
Adjusted net cash from operating activities³	$	799,181		$	475,962
Net cash from investing activities	$	(939,895	)	$	(480,690	)

	As of December 31,
	2022			2021
Balance Sheet Data:
Cash	$	134,868		$	1,027
Total assets	$	4,904,395		$	1,681,162
Total liabilities	$	6,222,817		$	1,864,218
Accumulated deficit and invested equity	$	(3,949,475	)	$	(183,056	)
Total stockholders’ equity 2022, invested deficit for 2021	$	(1,318,422	)	$	(183,056	)
Total liabilities and stockholders’ equity	$	4,904,395		$	1,681,162

1 Adjusted EBITDA

Adjusted EBITDA reconciles to net income (in thousands) as follows:

	For the year ended December 31,
	2022			2021
Net income (loss)	$	(3,010,701	)	$	72,624
+ interest expense		190,249			44,555
+ tax expense	$	0			0
+ depreciation & amortization		587,922			230,448

EBITDA	$	(2,232,530	)	$	347,627
+ non-cash stock compensation	$	1,654,546			0
+ non-reoccurring operating expense		782,348			0
+ settlements and other non-core expenses	$	250,000			0

Adjusted EBITDA	$	454,364		$	347,627

2 Adjusted EBITDA Margin, net

Adjusted EBITDA margin, net is calculated as follows:

	For the year ended December 31,
	2022			2021
Net sales	$	4,591,690		$	2,059,001
Net income (loss)		(3,010,701	)		72,624
Net income (loss) margin		(65.6	)%		3.5	%
Adjusted EBITDA		454,364			347,627
Adjusted EBITDA margin, net		9.9	%		16.9	%

3 Adjusted net cash from operating activities

Adjusted net cash from operating activities is calculated as follows:

	For the year ended December 31,
	2022			2021
Net cash from operating activities	$	(108,167	)	$	475,962
Non-reoccurring settlement expense paid		125,000			0
Non-reoccurring operating expense		782,348			0
Adjusted net cash from operating activities		799,181			475,962
Adjusted net cash as percent of revenue		17.4	%		23.1	%

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Disease outbreaks and increased concern related to illness when traveling to, from, and on our maritime vessels such as COVID-19 could cause a drop in demand for tours and charters, guest cancellations, travel restrictions, an unavailability of ports and/or destinations, cruise cancellations, ship redeployments and an inability to source our crew, provisions or supplies from certain places. In addition, we may be subject to increased concerns that cruises are more susceptible than other vacation alternatives to the spread of infectious diseases. The extent of the effects of the COVID-19 pandemic on our business, results of operations, cash flows and growth prospects are uncertain and will ultimately depend on future developments. These include, but are not limited to, the severity, extent and duration of the global pandemic, including as a result of any new variants of COVID-19, any resurgences of the pandemic, the global distribution of the vaccines and other preventative therapies and their efficacy against existing and any future variants of COVID-19, and their impacts on the travel industry and business and consumer spending more broadly; actions taken by national, state and local governments to contain the spread of COVID-19, including travel restrictions and bans, required closures of non-essential businesses, constraints on businesses during reopening transitions and aid and economic stimulus efforts; the effect of the changes in hiring levels and remote working arrangements that we have implemented on our operations, including the health, productivity, retention and morale of management and our employees and our ability to maintain our financial reporting processes and related controls; the impact on the financial condition on our supplier partners, and any potential restructurings or bankruptcies of our supplier partners; the impact on our contracts with our supplier partners, including force majeure provisions and requests to renegotiate the terms of existing agreements prior to their expiration, including providing temporary concessions regarding contractual minimums; our ability to withstand increased cyberattacks; the speed and extent of the recovery across the broader travel ecosystem, including the speed at which clients feel comfortable traveling again as restrictions on travel are lifted, which we believe will be impacted by the pace of roll out and continued effectiveness of widespread vaccinations or treatments; short- and long-term changes in travel patterns, including business travel; and the duration, timing and severity of the impact on client spending, including how long it takes to recover from economic recessions and inflationary pressures resulting from the COVID-19 pandemic. The COVID-19 pandemic may continue to spread in regions that have not yet been affected or have been minimally affected by the COVID-19 pandemic after conditions begin to recover in currently affected regions, which could continue to affect our business. Also, existing restrictions in affected areas could be extended after COVID-19 has been contained in order to avoid resurgent waves, and regions that recover from the COVID-19 pandemic may suffer from a resurgence and re-imposition of restrictions. There may also be restrictions on certain travel activities related to whether travelers have been vaccinated. Governmental restrictions and societal norms with respect to travel may change permanently in ways that cannot be predicted, and that can change the travel industry in a manner adverse to our business. Additionally, the potential failure of travel service providers and travel agencies (or acquisition of troubled travel service providers or travel agencies) may result in further consolidation of the industry, potentially affecting market dynamics for our services.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our efforts to grow our business may be costlier than we expect and may not result in increased revenue. Even if such investments increase our revenue, any such increase may not be enough to offset our increased operating expenses. We may continue to incur significant losses in the future for a number of reasons, including the other risks described herein. If we are unable to maintain or increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, financial position and results of operations will be harmed, and we may not be able to achieve or maintain profitability, which could cause the value of our business and common stock to significantly decrease. We incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this need for capital discussed in the section of this proxy statement/prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from our inability to continue as a going concern.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We rely on supply chain vendors to deliver key products to the operations of our businesses around the world. Any event impacting a vendor’s ability to deliver goods of the expected quality at the location and time needed could negatively impact our ability to deliver our cruise experience. Events impacting our supply chain could be caused by factors beyond the control of our suppliers or us, including inclement weather, natural disasters, new laws and regulations, labor actions, increased demand, problems in production or distribution, cybersecurity events, and/or disruptions in third-party logistics or transportation systems, including those caused by the COVID-19 pandemic. Any such interruptions to our supply chain could increase our costs and could limit the availability of products critical to our operations. In addition, increased regulation or stakeholder expectations regarding sourcing practices, or supplier conduct that does not meet such standards, could cause our operating costs to increase or result in publicity that negatively affects our reputation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our success depends largely upon the continued services of our executive officers, including Scott and Hope Stawski, our co-Founder, Chairman and Chief Revenue Officer, and co-Founder, President and Director, respectively, and other key employees. We rely on our leadership team in the areas of research and development, operations, security, marketing, sales, support, general and administrative functions, and on individual contributors in our research and development and operations. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. We do not have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period; therefore, they could terminate their employment with us at any time. The loss of one or more of our executive officers or key employees could have an adverse effect on our business.

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

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

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

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

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

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

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

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

Sales of a substantial number of shares of our Common Stock or securities convertible into our Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock. After this offering, we will have [●] outstanding shares of Common Stock as of [●], 2023, based on the number of shares outstanding that may be sold after the expiration of lock-up agreements at least 180 days after the date of this prospectus, unless held by an affiliate of ours, as more fully described in the section entitled “SHARES ELIGIBLE FOR FUTURE SALE.” Moreover, we also intend to register all shares of Common Stock that we may issue after this offering under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements described above and the section entitled “Lock-Up Agreements”. If a large number of shares of our Common Stock or securities convertible into our Common Stock are sold in the public market after they become eligible for sale, the sales could reduce the trading price of our Common Stock and impede our ability to raise future capital. As of the date of this prospectus, we had 9,971,709 shares of Common Stock outstanding and no shares of preferred stock authorized or outstanding. Accordingly, prior to the sale of the shares offered by this prospectus, we may issue up to an additional [●] shares of Common Stock, including the shares being offered under this prospectus. The future issuance of the Common Stock may result in substantial dilution in the percentage of the Common Stock held by our then existing stockholders. We may value any Common Stock issued in the future on an arbitrary basis, including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders and might have an adverse effect on any trading market for the Common Stock.

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

Our certificate of incorporation authorizes us to issue 15,000,000 shares of Common Stock. As of the date of this prospectus, we had 9,971,709 shares of Common Stock outstanding and no shares of preferred stock authorized or outstanding. Accordingly, prior to the sale of the shares offered by this prospectus, we may issue up to an additional [●] shares of Common Stock, including the shares being offered under this prospectus. The future issuance of the Common Stock may result in substantial dilution in the percentage of the Common Stock held by our then existing stockholders. We may value any Common Stock issued in the future on an arbitrary basis, including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders and might have an adverse effect on any trading market for the Common Stock.

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

The market price of the Common Stock could decline as a result of sales of a large number of shares of Common Stock in the market after this Offering, and the perception that these sales could occur may also depress the market price of the Common Stock. Based on 9,971,709 shares outstanding as of the date of this prospectus, we will have [●] shares of Common Stock outstanding after this Offering based on the assumed offering price. Of these shares, the Common Stock sold in this Offering will be freely tradable in the United States, except for any shares purchased by our “affiliates” as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). The holders of 1% shares of outstanding Common Stock have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their Common Stock during the 180-day period beginning on the date of the IPO prospectus (which period may be reduced to a minimum of 90 days if we meet certain stock price milestones), except with the prior written consent of the underwriters. After the expiration of such restricted period, these shares may be sold in the public market in the United States, subject to prior registration in the United States, if required, or reliance upon an exemption from U.S. registration, including, in the case of shares held by affiliates or control persons, compliance with the volume restrictions of Rule 144. Upon effectiveness of that registration statement, subject to the satisfaction of applicable exercise periods and, in certain cases, lock-up agreements with the representatives of the underwriters referred to above, the shares of Common Stock issued upon exercise of outstanding options will be available for immediate resale in the United States in the open market. Sales of the Common Stock as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause our stock price to decline and make it more difficult for you to sell shares of the Common Stock.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Scott Stawski, our co-Founder, Chairman and Chief Revenue Officer, and Hope Stawski, our co-Founder, President, and Director, are husband and wife and collectively hold 64.68% of our Common Stock as of May 31, 2023 and will hold [●]% of our Common Stock post this Offering giving them the ability to significantly influence the outcome of director elections and other matters requiring stockholder approval, and potentially to block matters requiring stockholder approval, including any potential changes of control.

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

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

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

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

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

Provisions in our bylaws may have the effect of delaying or preventing a change of control or changes in our management. Further, Scott and Hope Stawski, our Chairman/Chief Revenue Officer and President/Director, respectively, collectively hold 6,450,100 shares of our Common Stock representing 64.68% as of March 31, 2023, and if all [●] of the shares offered are sold [●] % and can prevent an attempted change of control of the Company or of our management.

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

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

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

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

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

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

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

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

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

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

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

In order to execute our growth plan, we must attract and retain highly qualified personnel, including captains and crew, for charters on our 44 vessels in the USVI, our 14 vessels in Florida and the Tall Windy in Chicago. Competition for personnel in the USVI area is intense. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. The cost of living is high in the Chicago Area, which may make it harder for us to attract and retain highly skilled employees. Many of the companies with which we compete for experienced personnel may have greater resources than we have. As our company grows and evolves, we may need to implement more complex organizational management structures or adapt our corporate culture and work environments. These changes could have an adverse impact on our corporate culture, which could harm our ability to retain and recruit personnel. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached their legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines, it may adversely affect our ability to recruit and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and growth prospects could be materially adversely affected.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We intend to use $3,078,000 to complete our acquisition of Paradise Yacht Management LLC as provided in Exhibit 2.5, the Membership Interest Purchase Agreement, dated March 24, 2023, by and among the Company, Steve Schlosser, Michael Hampton, and Stefan du Toit.

We intend to enter new geographic markets through acquisitions of existing and well-established maritime tour activity and attraction operators. Once we begin operating in a geographic market we expect to grow our business organically, however small synergistic acquisitions in such markets may be considered. We intend to utilize approximately $1.34MM of the net proceeds from this offering for acquisitions in the later part of 2023 or early 2024. At the present time, we have only identified potential targets and have not engaged in substantive discussions regarding the terms of a potential transaction.

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

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

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

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

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

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2022 on an actual basis.

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

The number of shares of Common Stock outstanding, as set forth in the table above, is based on 8,375,209 shares of the Common Stock outstanding as of the year ended December 31, 2022, which excludes, as of that date, (i) options to purchase 3,060,000 shares of the Common Stock granted as of the date of this Offering, pursuant to our Incentive Plans adopted on April 1, 2022 (the “Plan”) (ii) options to purchase 1,440,000 shares of the Common Stock available for future issuance under the Plans, and (iii) Underwriters’ Warrants exercisable for a period of five years from the commencement of sales in this Offering entitling the underwriters to purchase 8% of the number of shares of the Common Stock sold in this Offering, at an exercise price equal to 100% of the public offering price.

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

Our historical net tangible book value (deficit) as of December 31, 2022, was ($1,318,422) or ($0.15) per share of the Common Stock. Our historical net tangible book value (deficit) is the amount of our total tangible assets less our total liabilities and convertible preferred stock, which is not included within our stockholders’ (deficit) equity. We do not currently have any shares of, or securities convertible into, preferred stock outstanding. Historical net tangible book value per share represents historical net tangible book value (deficit) divided by the number of shares of the Common Stock issued as of December 31, 2022. This data is solely based on the historical amounts as shown in our balance sheet as of December 31, 2022.

Our pro forma net tangible book value as of December 31, 2022, was $313,297, or $0.04 per share of the Common Stock. Pro forma net tangible book deficit represents the amount of our total tangible assets less our total liabilities after giving effect to the acquisition of Paradise Adventures LLC.

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

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

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

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

The following table sets forth, on the pro forma as adjusted basis described above as of December 31, 2022, the differences between our existing stockholders and the purchasers of shares of our Common Stock in this offering with respect to the number of shares of the Common Stock purchased from us, the total consideration paid to us and the weighted average price paid per share paid to us, based on an assumed initial public offering price of $ per share of Common Stock, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The table above assumes no exercise of the underwriters’ over-allotment option in this Offering. If the underwriters’ over-allotment option is exercised in full, the number of shares of Common Stock held by existing stockholders would be reduced to [●]% of the total number of shares of our Common Stock outstanding after this Offering, and the number of shares of Common Stock held by new investors participating in the Offering would be increased to [●]% of the total number of shares outstanding after this Offering.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations related to future events and our future financial performance that involve risks, uncertainties and assumptions, such as statements regarding our intentions, plans, objectives, expectations, forecasts and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under the section titled “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section titled “Cautionary Note Regarding Forward-Looking Statements.”

In addition, we offer luxury yacht management services in the USVI on behalf of yacht owners, including marketing weeklong, all-inclusive luxury yacht vacations, general yacht management and maintenance, term charter clearing agent services, and yacht sales brokerage services. We anticipate our acquisition of Paradise Yacht Management to be completed upon the consummation of this initial public offering. We currently manage and operate privately owned luxury yachts valued at over $35 million under the Paradise Yacht Management brand. Our operating business units include Seas the Day Charters USVI, Windy of Chicago, Paradise Adventures Catamarans and Watersports in Panama City Beach, Florida, Paradise Yacht Management group in the U.S and British Virgin Islands, and Magens Hideaway on St. Thomas, USVI. As of the fiscal year ended December 31, 2022 we own 13 luxury catamarans and power boats in the USVI operating as Seas the Day Charters USVI (www.seasthedayusvi.com) and offer a variety of maritime tours on Lake Michigan from Chicago on our Tall Ship Windy, a 148-foot, traditional four-masted topsail schooner ship designated as the official Tall Ship Ambassador for the City of Chicago (www.tallshipwindy.com). Windy of Chicago Ltd was acquired by Amphitrite in January of 2022.

In the preceding twelve months ended March 31, 2023, over 4.26 million unique users visited our websites and social media sites to plan their activities. 94% of guest reviews of Amphitrite’s services are four (above average) or five star (exceptional) reviews. Our operating units have received more than 8,300 four or five star reviews on the major review sites: Google Reviews, TripAdvisor, and Facebook. Our revenue is generated from direct online sales and sales through OTAs. During the twelve months ended March 31, 2023, 64% of our ticket sales came through direct and online sales through our five primary websites, tallshipwindy.com, seasthedayusvi.com, paradiseadventurespcb.com, paradiseyachtmanagement.com, and magenshideaway.com, and 36% came through other travel agents who booked their clients on our vessels or villas described below.

With increasing global and North American consumer spending on tours, activities and attractions, and the increased need for a digitally optimized business operating model in the TAA industry, we believe that the market opportunity in this space is significant. According to a Global In-Destination Travel Market Research Report, the global in-destination portion of the travel market will reach about $297.6 billion in 2026 from $133.6 million in 2022, with a CAGR of 17.3% (see https://www.verifiedmarketresearch.com/product/in-destination-travel-market/). The North American TAA market is estimated at $90 billion. Amphitrite’s market opportunity is derived from a combination of fragmentation, low technology adoption and value chain optimization all driven by a digitally enabled operating platform.

We market primarily to guests traveling from the United States and the U.S. Virgin Islands through direct online sales and through our OTA partners. We seek to increase demand through effective marketing campaigns directed at OTAs and directly to our potential guests using digitally enabled online advertising programmatic campaigns, primarily through Google Network, Microsoft Audience Network and Meta. We utilize advanced analytics, campaign design and real-time artificial intelligence and machine learning via platforms, including StackAdapt and DIIB, to achieve maximum results. We believe our strength is our ability to re-imagine and re-map the traditional TAA operator to a future state, digitally enabled operating model. Our integrated, digitally enabled operating model, we believe, allows us to exceed consumer expectations while providing a foundation for both organic growth and implementation of an acquisition roll-up strategy.

On August 25, 2022 we signed a Letter of Intent to acquire Paradise Adventures LLC dba Paradise Adventures Catamarans and Watersports. Paradise Adventures owns and operates 13 maritime tour and charter vessels from Panama City Beach Florida (www.paradiseadventurespcb.com). This acquisition closed on January 19, 2023. On March 24, 2023 we entered into a binding Purchase Agreement to acquire Paradise Yacht Management group (“PYM”). PYM manages and operates 31 luxury catamarans in the U.S and British Virgin Islands (www.paradiseyachtmanagement.com). This acquisition is anticipated to close upon the consummation of this initial public offering. As they are subsequent events to our fiscal year ended December 31, 2022, neither the Paradise Adventures acquisition or the anticipated PYM acquisition are reflected in this Management Discussion and Analysis.

We were formed in April 2022 to continue the operations of our predecessor and acquired its two wholly owned subsidiaries, Windy of Chicago Ltd and Seas the Day Charters USVI, and in January 2023, we acquired Paradise Adventures LLC. In March 2023 we entered into a Purchase Agreement to acquire Paradise Yacht Management LLC, which we anticipate completing upon the consummation of this initial public offering. Because of our rapid growth this year through completed and anticipated acquisitions, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to effectively plan for and manage our growth. However, the recent business formation and acquisitions make it difficult to forecast our consolidated future results of operations.

As of December 31, 2022, our total indebtedness, excluding capital leases, was $5,699,239 including: a Secured Lump-Sum Promissory Note Agreement with Ham and Cheese Events with a balance of $50,000, secured by 100% of the stock of Windy of Chicago purchased by the Company and personally guaranteed by Scott and Hope Stawski, our co-Founder, Chairman and Chief Revenue Officer and our co-Founder and President, respectively, with interest rate equal to four percent per annum; a Secured Lump-Sum Promissory Note Agreement with STDC Holdings for $396,098, secured by the assets of Seas the Day Charters USVI purchased by the Company and personally guaranteed by Scott and Hope Stawski, our co-Founder, Chairman and Chief Revenue Officer and our co-Founder and President, respectively, with interest rate equal to four percent per annum; Fixed asset financing for maritime tour vessels in the amount of $1,801,860; and SBA loans totaling $1,819,425.

Our substantial level of indebtedness could have important consequences for us, including the following: requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations and future business opportunities; exposing us to the risk of higher interest rates as it relates to our sole variable interest rate SBA loan; restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; limiting our ability to obtain additional equity or debt financing for general corporate purposes, acquisitions, investments, capital expenditures or other strategic purposes; limiting our ability to adjust to changing business conditions and placing us at a competitive disadvantage to our less highly leveraged competitors; and making us more vulnerable to general economic downturns and adverse developments in our business. The above factors could limit our financial and operational flexibility and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

Our business relies on relationships with OTAs to generate a large percentage of our revenue through bookings made by these travel companies. OTAs represented approximately 29% of our business for the twelve months ending December 31, 2022. This revenue concentration in OTAs makes us particularly dependent on factors affecting those OTAs. For example, if demand for their services decreases, travel buyers may stop utilizing our services or move all or some of their business to competitors or competing channels. A substantial portion of our revenue from OTAs is through our supplier agreement with Viator, which accounted for approximately 26% and 32% of our total revenue for the year ended December 31, 2022 and 2021. No other customer or referral source constitutes more than 10% of our revenue.

Management assesses the recoverability of its long-lived assets when indicators of impairment are present. If such indicators are present, the recoverability of these assets is determined by comparing the undiscounted net cash flows estimated to result from those assets over the remaining life to the assets’ net carrying amounts. If the estimated undiscounted net cash flows are less than the net carrying amount, the assets would be adjusted to their fair value, based on appraisal or the present value of the undiscounted net cash flows. Accounting principles require the company to report fixed asset value, primarily maritime tour and charter vessels, on its balance sheet after accumulated depreciation. As of December 31, 2022 the Property and Equipment, Net value on the company’s balance sheet is $4,016,382. The company regularly receives valuation estimates on the market value of its maritime vessels for insurance purposes. The company believes the market value of these Fixed Assets as of December 31, 2022 is between $5MM and $5.2MM.

We rely on shipyards, their subcontractors and our suppliers to effectively repair, maintain, and upgrade our existing ships on a timely basis and in a cost-effective manner. There are a limited number of shipyards with the capability and capacity to build, repair, maintain and/or upgrade our ships. As such, any disruptions affecting the fleet modernization supply chain will adversely impact our business as there are limited substitutes. Suspensions and/or slowdowns of work at shipyards, could impact our ability to timely and cost-effectively procure new capacity, and our ability to execute scheduled drydocks and/or fleet modernizations. Variations from our plan could have a significant negative impact on our business operations and financial condition. In addition, delays, mechanical faults and/or unforeseen incidents may result in delays of new ship orders or necessitate unscheduled drydocks. Such events could result in lost revenue, increased operating expenses, or both, and thus adversely affect our results of operations.

As a result of conditions associated with global events, including the downstream effects of the COVID-19 pandemic and Russia’s ongoing invasion of Ukraine and actions taken by the United States and other governments in response to the invasion, the global economy, including the financial and credit markets, has experienced significant volatility and disruptions, including increases in inflation rates, fuel prices, and interest rates. Our costs have been, and are expected to continue to be, adversely impacted by these increases. In an attempt to mitigate risks related to inflation, our supply chain department may negotiate contracts with varying terms, with a goal of providing us with the ability to take advantage of cost declines when they occur, and diversified our sourcing options. These strategies may not fully offset the impact of current macroeconomic conditions. See “Risk Factors” for additional information.

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

Incidents on maritime vessels, at port facilities, land destinations and instances of foodborne illness and outbreaks of disease

Our supply chain and food safety controls and training may not be fully effective in preventing all food safety issues at our venues on our maritime vessels, including any occurrences of foodborne illnesses such as salmonella, E. coli and hepatitis A. In addition, we rely on third-party vendors, making it difficult to monitor food safety compliance and increasing the risk that foodborne illness would affect multiple locations rather than a single maritime vessel. Some foodborne illness incidents could be caused by third-party vendors and distributors outside of our control. The occurrence of a similar incident at one or more of our vessels, or negative publicity or public speculation about an incident, could reduce customer demand for our maritime vessels and negatively impact demand for our maritime tours and adversely affect our results of operations.

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

The following table provides certain selected financial information for the periods presented:

Refer to — Non-GAAP Financial Measures below for further discussion of the use of the following non-GAAP financial measures.

The company saw an increase in net sales of 123% for the year ended December 31, 2022 to $4,591,690, as compared to $2,059,001 for the year ended December 31, 2021. This increase was driven by (1) the acquisition of Windy of Chicago Ltd in January of 2022 with net sales of $1,671,080, and (2) an increase in net sales of 34% to $2,920,610 at our Seas the Day Charters USVI business unit. This increase was driven by our digitally enabled guest acquisition program which drove an increase in guest count and vessel utilization.

For the fiscal year ended December 31, 2022, cost of revenue increased by 132% for the year ended December 31, 2022, to $3,791,356, as compared to $1,633,373 for the year ended December 31, 2021. Our gross margins decreased from 20.7% in the fiscal year ended December 31, 2021 compared to 17.4% in fiscal year 2022.

For our company, labor expense for the company’s captains and crew that operate our maritime tours and charters make up the predominance of our cost of revenue. Our labor cost of revenue increased primarily due to increased labor necessary to support our increased net sales of 123% in 2022 as well as inflationary pressures, as we had to pay higher labor rates to attract and retain qualified personnel. Labor expense increased by 135% to $3,309,611 in the fiscal year ending December 31, 2022 compared to $1,402,925 in fiscal year 2021. To the extent possible, we intend to factor these considerations into our new and existing contracts to improve our margins.

We include the non-cash depreciation expense of our maritime charter and tour vessels in cost of revenue as we expand our fleet to handle demand. Depreciation expense increased 155% to $587,922 for the fiscal year ended December 31, 2022 as compared to $230,448 for the fiscal year ended December 31, 2021. This is primarily due to the purchase by Windy of Chicago Ltd of Tall Ship Windy for $1,850,000 on April 15, 2022. Tall Ship Windy was previously leased by Windy of Chicago Ltd. In addition, our Seas the Day Charters USVI business unit acquired the 50’ S/Y Leviathan and the 40’ M/V Island Flyer in 2022 adding to the increase in non-cash depreciation expense.

AMDI’s property and equipment with accumulated depreciation consists of the following as of December 31, 2022 and 2021:

Gross profit increased to $800,334 from $425,628, or approximately 88%, for the fiscal year ended December 31, 2022, as compared to the fiscal year ended December 31, 2021. This increase is attributable to (1) the acquisition and net sales of Windy of Chicago Ltd in January 2022, and (2) an increase in net revenue of 34% and guest count of 22% at Seas the Day Charters USVI for the year ended December 31, 2022, to 9,064 guests, as compared to 7,426 guests for the year ended December 31, 2021. The booking and guest count increase is primarily attributable to the effectiveness of our digitally enabled guest acquisition programs.

The following table summarizes our operating expenses as of December 31, 2022, and December 31, 2021.

Operating expenses for the fiscal year ended December 31, 2022, increased by approximately 946% to $3,395,220 as compared to $324,727 for the fiscal year ended December 31, 2021. Operating expenses include general and administrative expense as well as non-cash stock-based compensation expense.

The increase in operating expense was primarily attributable to an increase in non-recurring, non-cash stock-based compensation of $ 1,654,546 for the fiscal year ended December 31, 2022, compared to $0 in the prior fiscal year. This non-cash stock-based compensation consisted of stock grants to Seas the Day Charters USVI and Windy of Chicago Ltd captains, crew, employees and support personnel as part of our employee retention program and in anticipation of our IPO in 2023.

Advertising expenses increased 228% to $439,218 for the fiscal year ended December 31, 2022, compared to $133,866 for the fiscal year ended December 31, 2021. The increase is primarily attributable to an increase in our digitally-enabled advertising expenditures with Google, Microsoft Audience Network and Meta that assisted in driving the 123% year-over-year increase in net sales. In addition, the company had a non-recurring $175,000 marketing developmental expense to test new digital advertising means associated with the acquisition of Windy of Chicago Ltd and expansion of marketing channels for Seas the Day Charters USVI. We anticipate that our advertising expenses will increase proportionate to net sales throughout 2023 as we continue to utilize our digitally-enabled guest acquisition programs to drive net sales.

Other general and administrative expense increased by $1,110,595 to $1,301,456 for the fiscal year ended December 31, 2022. This was primarily driven by the acquisition of Windy of Chicago Limited by the company on January 14, 2022. The acquisition of Windy of Chicago Ltd added $626,741 of other general and administrative expense on net sales of for the same period of $1,671,080. In addition, the company had $607,348 of non-reoccurring operating expense associated with the acquisition of Windy of Chicago Limited in January of 2022, the acquisition of Paradise Adventures LLC in January of 2023 and non-amortized expenses associated with the corporate re-organization and legal entity creation in April of 2022.

Other Expense for the fiscal year ended December 31, 2022, was $415,815 compared to $28,277 for the fiscal year ended December 31, 2021. Other income or expense for the fiscal year of 2022 largely consists of $250,000 in a one-time legal expense settlement, $190,249 in interest expense on the purchase of new maritime vessels, offset by $20,833 related to SBA Paycheck Protection Program loan forgiveness.

The following table summarizes our changes in working capital as of December 31, 2022, and December 31, 2021.

The cash position of the company increased by $133,841 for the fiscal year ending December 31, 2022. The company’s cash position at the end of its fiscal year is negatively affected by some seasonality in its business with peak net sales months occurring from January through August of each year. Windy of Chicago Ltd season ends September 30^th of each year and resumes in early May.

Current assets increased by $320,617 to $339,112 for the fiscal year ending December 31, 2022 as compared to the fiscal year ended December 31, 2021. This was driven by an increase in net cash of $133,841, an increase in prepaid expenses of $145,707, an increase in stock receivable of $47,000, offset by a decrease in accounts receivable of $5,931.

Current liabilities increased by $1,450,244 to $1,955,987 for the fiscal year ending December 31, 2022 as compared to the fiscal year ended December 31, 2021 as summarized in the following table:

The year-over-year accounts payable increase of $371,078 was primarily driven by an increase in payroll taxes for 2022, due in 2023. Accrued expense increase of $322,208 was driven primarily by professional services and auditing fees associated with our 2020 and 2021 audits necessary for the preparation of this offering.

As of December 31, 2022, the company had contract liabilities of $210,244 related to cash received in advance from customers for tours and charters to be provided during 2023, at which time, the contract liabilities will be recognized as revenues. As of December 31, 2021, the contract liabilities were $232,071 related to cash received in advance from customers. All performance obligations under these contracts were completed during the year ended December 31, 2021; therefore, the contact liabilities outstanding as of December 31, 2021 were recognized as revenues during the year ended December 31, 2022.

The year-over-year lease liability increase of $105,201 was driven by the lease of our maritime berths at American Yacht Harbor necessary to handle the expansion of our fleet. An increase of $561,029 in related party notes payable was driven by advances from Hope and Scott Stawski to fund a non-reoccurring legal settlement. The $113,255 increase in current notes payable was driven by the fixed asset purchases of maritime vessels SV Windy, SY Leviathan and MV Sea Wolf. Working capital decreased by $1,004,627 to ($1,491,875) for the fiscal year ending December 31, 2022. Three factors attributed to a decrease in working capital:

1: Investment. Current portion of notes payable increased by $113,255 to $282,025. This was a result of the purchase and fixed asset financing of SV Windy associated with the acquisition of Windy of Chicago Ltd and SY Leviathan and MV Sea Wolf acquired to meet the increased demand and revenues at Seas the Day Charters USVI.

2: Non-reoccurring expenses. The company had $1,032,348 of non-reoccurring expenses in the fiscal year. This was comprised of:

3: Business Seasonality. A primary attribution for the working capital deficit at the end of our fiscal years ended December 31, 2022 and 2021 is the seasonality of our business. Seas the Day Charters while operating year-round, has peak net sales, and cash flow during the months of January through July. Windy of Chicago operates seasonally from mid-May to mid-September; contributing no cash flow October to May.

To date, we have financed our operations primarily through cash flow from operations and working capital loans from third parties and working capital loans from our major stockholders, who are our chairman and chief executive officer, when necessary. We plan to support our future operations primarily from cash generated from our operations including cash generated from our acquisition of Paradise Adventures LLC in January 2023 and operating reserves from this offering.

The following table sets forth information as to consolidated cash flow information for the years ended December 31, 2022 and 2021.

Net cash flow provided by operating activities for the years ended December 21, 2022 and 2021 was ($108,167) and $475,962 respectively. For 2022, this reflected our net loss net loss of $3,010,701 offset by $1,654,546 in non-recurring non-cash stock compensation expense, $587,922 in non-cash depreciation expense, $96,353 in non-cash amortization expense, ($20,833) in non-cash SBA PPP loan forgiveness, and a decrease of $584,546 in liabilities.

Cash used in investing activities for the years ended December 31, 2022 and 2021 was $939,895 and $342,531, respectively, and related entirely to acquisitions and the purchase of property and equipment in each year. In 2022, $250,000 was net cash used for the acquisition of Windy of Chicago Ltd. $689,895 of cash was used for the purchase of maritime vessels used in our charter and tour operations, including the purchases of 148’ S/V Windy, 50’ S/Y Leviathan and 40’ M/V Island Flyer.

Cash provided by financing activities for the year ended December 31, 2022 and 2021 was $1,181,903 and ($138,159) respectively and consisted of $609,519 of proceeds from the sale of our Common Stock, $68,792 of notes payable for the purchase of property and equipment, and $1,046,356 of advances received from related parties, as offset by $110,419 of repayments on notes payable, and $432,345 of repayments on advances from related parties. Cash provided by financing activities for the year ended December 31, 2021 was $138,159 and consisted primarily of $350,00 proceeds from lines of credit, $32,900 from proceeds from notes payable to related parties and offset by $214,121 repayment of lines of credit, $16,819 repayment of notes payable to related parties and $290,119 dividend payment to related parties.

Notes Payable of $68,792 in fiscal year 2022 was primarily for the purchase of maritime vessels used in our charter and tour operations, including the purchases of 148’ S/V Windy, 50’ S/Y Leviathan and 40’ M/V Island Flyer.

The Company’s recurring losses from operations, low net operating cash flows, and working capital deficiency raise substantial doubt about its ability to continue as a going concern. To date, we have financed our operations primarily through cash flow from operations and working capital loans from third parties and working capital loans from our major stockholders, who are our chairman and chief executive officer, when necessary. We plan to support our future operations primarily from cash generated from our operations including cash generated from our acquisition of Paradise Adventures LLC in January 2023 and operating reserves generated from this offering.

We believe that our current cash and cash flows provided by operating activities, and the estimated net proceeds from this offering will be sufficient to meet our working capital needs in the next 12 months. Historically, the company has achieved positive net cash sufficient to service operating activities, existing debt and obligations. Net cash increased $133,841 to $134,868 for the fiscal years ending December 31, 2022.

If we experience an adverse operating environment or incur unanticipated capital expenditure requirements, or if we decide to accelerate our growth, then additional financing may be required. We cannot give any assurance that additional financing will not be required or, if required, would be available on favorable terms if at all. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in dilution to our stockholders which may be substantial.

As of December 31, 2022 the company’s cash requirements for notes payable are as follows:

Future maturities of AMDI’s total notes payable related party less current portion are as follows:

As of December 31, 2022 the company’s cash requirements for leases are as follows:

At various times, AMDI enters into maritime vessel berthing agreements with American Yacht Harbor in Red Hook, St. Thomas, USV for short term dock space. These berthing agreements contain various terms, each generally not exceeding 12 months. Rent expense in connection with short-term berthing agreements was $364,060 and $42,237 for the years ended December 31, 2022 and 2021, respectively.

AMDI signed a 5-year lease with American Yacht Harbor, effective August 1, 2020, with respect to certain property and docking space located at 6100 Red Hook Qtrs., B1-B2, St. Thomas, USVI. The lease requires STDC Holdings to pay a base annual rental fee of $9,900 and a common area maintenance fee and utilities fee of approximately $1,000 per month. On the yearly anniversary of the lease, the annual lease may increase based on a calculation of the greater of 3% on a compounded cumulative basis or the increase of the Consumer Price Index-All Urban Consumers.

WOC entered into a vessel operating lease with Tall Ship Adventures of Chicago, Inc., the lessor, for lease of a 148-foot four mast sailing vessel known as the Tall Ship “WINDY”. The lease provides for monthly rent payments of $14,500, requires payment of a deposit of $41,500 and contains a 6-month term with automatic successive 6-month periods unless terminated by either party.

STDC Holdings entered into a one-year lease agreement, with an option to extend for an additional year with Pleasant Properties, LLC, effective July 1, 2022. The lease requires a base rent of $22,000 payable in ten monthly installments of $2,200, with July and August 2022 rent waived.

We occupy 1,117 square feet of office space located at Parcel Nos 18A-1 Remainder, 18B-1 Remainder and 18B Remainder Estate Smith Bay, Nos 1, 2 and 3 Red Hook Quarter, St. Thomas, USVI, in exchange for monthly rent of $3,218 from January 31, 2023 to January 31, 2024, we will have the option to extend the lease for one year at an increased monthly rent of the greater of (i) the Consumer Price Index or (ii) 3.5%.

We lease a 280-square-foot parcel at Remainder Estate Smith Bay, St. Thomas, Virgin Islands for watersports equipment rentals and watersports-related activities for base rent of $22,000. Beginning January 1, 2023, in addition to the base rent, we pay the difference between the monthly base rent and the sum of gross revenues from watersports equipment rentals and sale of water sports-related merchandise operated from, through and related to the leased premises multiplied by 7%. The gross revenue portion of this lease is expected to vary between $250 and $850 a month.

We also lease real estate marina “dock space”, commonly referred to as slips or berths for 9 of our vessels at IGY Marinas, and American Yacht Harbor at 6100 Red Hook Qtrs., St. Thomas, USVI. A breakdown of the individual leases for each of the vessels is as follows:

We also lease a dock slip at 600 Grand Avenue, Chicago Illinois, for our “Tall Ship Windy”, 148-foot schooner. The lease requires the Company to pay a base annual license fee of $90,000 comprised of an annual mooring fee of $27,000 for the right to dock the Tall Ship Windy in the dock space and an annual operating fee of $63,000 for the right to operate our business at Navy Pier, including use of a ticket office, which is 350 square feet. In addition to the annual license fee, we pay an annual percentage fee of 11.5% of gross receipts in excess of natural breaking point (which is the base rent divided by 11.5%). This lease expired on December 31, 2022. We have signed a Letter of Intent to renew this lease through December 31, 2027. The specifics of the renewal are still under negotiation.

We also lease dock space at the Bluegreen’s Bayside Resort and Spa in Panama City Beach, Florida, for our Paradise Adventures LLC vessels, for $700 per month, plus 7% tax, for the period from January 1, 2020 through December 31, 2025.

We believe our facilities are sufficient for our current needs. We do not anticipate any significant difficulties in obtaining any additional space if needed.

In April of 2022, AMDI entered into an operating lease agreement with Ham & Cheese Events LLC for the property of Magen’s Hideaway, a bed and breakfast located at 7-7B Peterborg, St. Thomas, USVI, for the term of 5 years, ending in April 2027. A deposit of $11,000 and monthly rent payments is $11,000. AMDI is entitled to the revenue generated from the rental of Magen’s Hideaway.

At December 31, 2022, the weighted average lease term remining is 2.6 years and weighted average discount rate is 15%. The following table presents the maturity of AMDI’s operating lease liabilities as of December 31, 2022:

The following table summarizes the lease supplemental cash flow information for the years ended December 31, 2022 and 2021:

Rent expense for the years ended December 31, 2022 and 2021 was $ 693,962 and $253,943, respectively.

This section of the management’s discussion and analysis makes reference to certain non-GAAP (as defined below) measures including certain metrics specific to the industry in which we operate. These measures are not recognized measures under Generally Accepted Accounting Principles (“GAAP”), do not have a standardized meaning and, therefore, may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those GAAP measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures are not intended to represent, and should not be considered as alternatives to, loss attributable to the common shareholders of Amphitrite Digital or other performance measures derived in accordance with GAAP measures of operating performance or operating cash flows or as a measure of liquidity.

In addition to our results determined in accordance with GAAP, we use non-GAAP measures including, “EBITDA”, “Adjusted EBITDA” and “Adjusted EBITDA margin, net” (each as defined below). These non-GAAP measures and industry metrics are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on GAAP measures. We also believe that securities analysts, investors and other interested parties frequently use non-GAAP measures and industry metrics in the evaluation of issuers. Our management also uses non-GAAP measures and industry metrics to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

“EBITDA” is defined as net income (loss) before amortization, depreciation, interest expenses, interest income and income taxes. We believe our EBITDA metric is a meaningful metric as it indicates how well the company is managing its day-to-day operations, including its core expenses such as the cost of goods sold and day-to-day controllable operating expenses.

“Adjusted EBITDA” is defined as EBITDA, adjusted for share-based compensation expenses, development costs and one-time expenses. We believe our Adjusted EBITDA metric is a meaningful financial metric as it measures the ability of our current operations to generate earnings while eliminating the impact of one-time expenses and share-based compensation expenses, neither of which has an impact on our operating performance.

“Adjusted EBITDA margin, net” is defined as adjusted EBITDA as a percentage of Net Sales. We believe our Adjusted EBITDA margin, net is a meaningful financial metric as it measures the ability of our current operations to generate earnings as a percentage to Net Sales while eliminating the impact of one-time expenses and share-based compensation expenses, neither of which has an impact on our operating performance.

The adjusted EBITDA increased to $454,364 for the fiscal year ended December 31, 2022 compared to $347,627 in the prior fiscal year. Adjusted EBITDA variances to Net Income for the fiscal year ended December 31, 2022 includes $587,922 in non-cash depreciation expense, $190,249 in interest expense, $1,654,546 in non-cash stock compensation, $125,000 in non-recurring legal expense paid, $175,000 in non-recurring marketing development expense and $254,166 in wage expense associated with early onboarding of senior management to assist with our planned IPO and the acquisition of Paradise Adventures LLC and the anticipated acquisition of Paradise Yacht Management group in 2023.

This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these financial statements requires us 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, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this prospectus, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

The company’s revenues consist of completed group boat tours and private charters, food and beverage sales during the tours and charters, and merchandise sales. Revenue is recognized at the time of completing the performance obligation, in this case, the completion of the tour or charter activity or the passing of the non-refundable booking date. Food, beverage and merchandise sales are recorded at the completion of the sales transaction when the food, beverage or merchandise is delivered to the customer. Accordingly, Amphitrite Digital revenues are recognized at a point in time.

Boat tour and charter bookings occur via our website at www.seasthedayusvi.com, www.tallshipwindy.com and www.paradiseadventurespcb.com, and direct phone sales, ticket booth sales, or third-party online travel agency (“OTA”) sales. Customers pay for their group tour or private charter in full at the time of booking. Advance payments from customers are reflected as contract liabilities, which are recognized as revenue upon completion of the tour or charter. The customer deposit balance shown as contract liabilities as of December 31, 2022, and 2021, was $210,244 and $232,071 respectively, and is expected to be recognized as revenue within a one-year period.

The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial.

The Company has excluded sales and other taxes assessed by a governmental authority in connection with revenue- producing activities from the determination of the transaction price for all sales.

The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. However, cash balances more than the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $250,000 are at risk. During the years ended December 31, 2022, and 2021, the Company had $0 and $0 in excess of FDIC insured limits.

Our business relies on relationships with OTAs to generate a large percentage of our revenue through bookings made by these travel companies. OTAs represented approximately 29% of our business for the twelve months ended December 31, 2022. This revenue concentration in OTAs makes us particularly dependent on factors affecting those OTAs. For example, if demand for their services decreases, travel buyers may stop utilizing our services or move all or some of their business to competitors or competing channels. A substantial portion of our revenue from OTAs is through our supplier agreement with Viator, which accounted for approximately 26% and 32% of our total revenue for the year ended December 31, 2022 and 2021. No other customer or referral source constitutes more than 10% of our revenue.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States “U.S. GAAP” requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Included in those estimates are assumptions about allowances for inventory obsolescence, useful life of fixed assets, warranty reserves and bad-debt reserves.

Cash and cash equivalents include all highly liquid investments with original maturities of fiscal year or less at the time of purchase. On December 31, 2022, and December 31, 2021, the Company did not have any cash equivalents.

The carrying amounts of cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued liabilities and notes payable to stockholder approximate their fair values as of December 31, 2022, and December 31, 2021, respectively, because of their short-term natures.

In the fiscal year ended December 31, 2022, the company purchased property and equipment, primarily maritime vessels at a cost of $2,974,269. Other additions to property and equipment included a vehicle, dock and office equipment.

Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, except for assets held under capital leases, for which the Company records depreciation and amortization based on the shorter of the asset’s useful life or the term of the lease. The estimated useful lives of property and equipment range from three to seven years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repair and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

The company’s non-cash depreciation expense totaled $587,922 and $230,448 for the years ended December 31, 2022, and 2021, respectively.

Accounting principles require the company to report fixed asset value, primarily maritime tour and charter vessels, on its balance sheet after accumulated depreciation. As of December 31, 2022 the Property and Equipment, Net value on the company’s balance sheet is $4,016,382. The company regularly receives valuation estimates on the market value of its maritime vessels for insurance purposes. The company believes the market value of these Fixed Assets as of December 31, 2022 is between $5MM and $5.2MM.

The Company adopted FASB Accounting Standards Update (“ASU”) No. 2016-02, Leases (“Topic 842”), using the modified retrospective adoption method with an effective date of January 1, 2019. This standard requires all lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments.

Under Topic 842, the Company applied a dual approach to all leases whereby the Company is a lessee and classifies leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase by the Company. Lease classification is evaluated at the inception of the lease agreement.

U.S. GAAP does not contain authoritative accounting standards for forgivable loans provided by governmental entities to a for-profit entity. Absent authoritative accounting standards, interpretative guidance issued and commonly applied by financial statement preparers allows for the selection of accounting policies amongst acceptable alternatives. Based on the facts and circumstances, the Company determined it most appropriate to account for the Paycheck Protection Program (“PPP”) loan proceeds as an in-substance government grant by analogy to International Accounting Standards 20 “(IAS 20)”, Accounting for Government Grants and Disclosure of Government Assistance. Under the provisions of IAS 20, “a forgivable loan from government is treated as a government grant when there is reasonable assurance that the entity will meet the terms for forgiveness of the loan.” IAS 20 does not define “reasonable assurance”; however, based on certain interpretations, it is analogous to “probable” as defined in FASB ASC Subtopic 450-20-20 under U.S. GAAP, which is the definition the Company has applied to its expectations of PPP loan forgiveness. Under IAS 20, government grants are recognized in earnings on a systematic basis over the periods in which the Company recognizes costs for which the grant is intended to compensate (i.e., qualified expenses). Further, IAS 20 permits for the recognition in earnings either (1) separately under a general heading such as other income, or (2) as a reduction of the related expenses. The Company has elected to recognize government grant income separately within other income to present a clearer distinction in its financial statements between its operating income and the amount of net income resulting from the PPP loan and forgiveness.

In accordance with U.S. GAAP, the Company follows the guidance in FASB ASC Topic 740, Accounting for Uncertainty in Income Taxes. On December 31, 2022, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.

For the fiscal year ended December 31, 2022, the company has filed for an extension to file its federal, state and territory annual tax returns. The company currently believes it will not have tax liability. As such, there is no provision for income taxes. If applicable, the Company would recognize interest and penalties associated with tax matters as part of operating expenses and include accrued interest and penalties with the related tax liability in its financial statements.

For the fiscal years ended December 31, 2021, the legal entities of the company’s operating units required loss and credits from each company to be passed through to the shareholders and reported on the shareholders’ income tax returns.

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Under standards established by the Public Company Accounting Oversight Board, or PCAOB, a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis.

During the preparation of the company’s financial statements for the fiscal years ending December 31, 2022, 2021, and 2020, the company nor its auditors identified any material weaknesses in the company’s internal controls over financial reporting.

The JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to avail ourselves of the extended transition period for complying with new or revised financial accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of our first fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding equity securities held by non-affiliates; (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years; or (iv) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering.

As a smaller reporting company, we are not required to provide disclosure regarding quantitative and qualitative market risk.

STDC Holdings has performed an evaluation of subsequent events through June 2, 2023, which is the date these consolidated financial statements were available for issuance. Subsequent to December 31, 2022, the following events occurred:

On January 25, 2023, AMDI Digital Corporation, a United States Virgin Islands corporation, acquired 100% of the issued and outstanding membership interests in Paradise Adventures, LLC for an initial acquisition price of approximately $3,195,000 which was funded through a cash payment of approximately $819,000, issuance of a note payable in the amount of $2,076,000 and the issuance of 300,000 shares of AMDI Digital Corporation common stock. The note matures 90-days from issuance date, or the effective date of the AMDI Digital Corporation Form S-1 filed with the Securities and Exchange Commission.

In January 2023, the Company entered into a loan agreement in the amount of $800,000 at an interest rate of 42% with the amount of $1,136,000 due in full in August 2023. The business loan was used for the cash payment portion of the acquisition of Paradise Adventures LLC.

In January 2023, the Company entered into a loan agreement in the amount of $1,200,000 at an interest rate of 45% due in full in November 2023. The amount of $500,000 was used for payment of the acquisition of Paradise Adventures, LLC. The remaining funds of the business loan was used for general operating costs of the business.

In March 2023, the Paradise Group entered into a Purchase Agreement to sell 100% of the membership interest of the Company to AMDI in 2023. The closing date has been extended to the date of the IPO in order to utilize IPO funds as partial payment of the agreement.

The previous lease period for the Navy Pier Lease was for a five-year term, beginning on January 1, 2018 and ending on December 31, 2022. On May 1, 2023, the lease was extended for an additional five-year period, ending on December 31, 2027.

Our mission is to provide exceptional maritime vacation or staycation tours, activities and attractions to our guests while staying committed to delivering industry leading unique, fun, memorable and educational experiences. We are committed to bringing the best of digital technology to the in-destination maritime tour activity and attraction industry. We believe our digital innovations improves top-line revenue, bottom line profit and expands the market for our products by introducing consumers to new and exciting maritime recreational activities. We believe that our maritime boats, yachts, and ships are increasingly versatile, allowing consumers to use them for a wide range of maritime based tours and activities that enhance the experience for a day, a week or a lifetime.

Our customers book our tours through (i) our websites at www.amphitritedigital.com, www.tallshipwindy.com, www.seasthedayusvi.com, www.paradiseadventurespcb.com, www.paradiseyachtmanagement.com, www.chartersmarter.com, and www.magenshideaway.com, and (ii) strategic relationships with online travel agents (“OTAs”) to provide optimal guest experiences, revenue generation and operational efficiencies. Our websites are not part of this prospectus.

On July 31, 2022, we completed an SEC Regulation Crowdfunding and sold an aggregate of 650,034 shares of our Common Stock for proceeds of $650,034.

Our corporate headquarters are located at 6100 Red Hook Quarters, B1-B2, St. Thomas, USVI 00802. Our telephone number is 312-386-5906. Our corporate website is located at www.amphitritedigital.com and is not part of this prospectus.

On July 31, 2022, we completed an SEC Regulation Crowdfunding offering and sold an aggregate of 650,034 of our Common Shares for proceeds of $650,034.

We were formed on April 1, 2022, in the USVI by Scott and Hope Stawski, our Chairman/Chief Revenue Officer and President/Director, respectively, and Patrick Mullett, our Vice President of Operations/ Director, seasoned technology and hospitality executives, to continue the operations of our predecessor, Ham and Cheese Events LLC (“HAM”), a Texas limited liability company formed in March 2012 and controlled by Hope and Scott Stawski. In connection with our corporate reorganization:

Other than as set forth above, we have not been involved in a material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of business.

Our operations are conducted by our wholly owned subsidiaries. Our corporate structure is as follows:

We strive to be the highest value maritime TAA operator. Our digitally founded marketing and overall operations allow us to rely less on discounting while maintaining a high utilization rate. Our primary strengths are our ships, boats, yachts and other maritime vessels described below, our management team and their knowledge of the hospitality industry, and the use of digital technology for business growth and industry disruption. Our digital foundation is designed to not only provide revenue and operating efficiencies but also an exceptional customer experience.

For the twelve months ended March 31, 2023, in aggregate our operations serviced more than 84,000 guests, an increase of 333% year over year.

Our revenue is generated from direct online sales and sales through OTAs. During the twelve months ended March 31, 2023, 64% of our ticket sales came through direct and online sales through our five primary websites, tallshipwindy.com, seasthedayusvi.com, paradiseadventurespcb.com, paradiseyachtmanagement.com, and magenshideaway.com, and 36% came through other travel agents who booked their clients on our vessels or villas described below.

The Tall Ship Windy in Chicago is a 148-foot, traditional four-masted topsail schooner ship with U.S. Coast Guard certificate of inspection capacity for 150 persons, which sails from Navy Pier in Chicago. One of only two four-masted schooners still operating in the United States, Windy was designated as the official Tall Ship Ambassador for the City of Chicago in 2006. Operating from Memorial Day in May through Labor Day in September at its berth on Navy Pier, Windy hosts more than 33 thousand guests annually on its water tours and has become a much-anticipated tradition for many individuals and families both in and outside Chicago.

The Tall Ship Windy offers cruises ranging from 75 minutes to 2 hours and includes skyline sails, starting at $37, fireworks cruises, ranging from $49 - $69, educational pirate cruises, ranging from $17 - $29, and a variety of other public and private specialty cruises in Chicago. We have a full bar onboard the Windy that is stocked with soda, water, beer, wine, liquor and snacks. We also offer catering services, live music and storytelling upon request, perfect for weddings, parties, corporate functions, reunions, church outings, tour groups, team building and more.

We also offer the use of the Tall Ship Windy for weddings and private parties. Fees range from $3000 to $9375 per hour, depending on the day and time.

In the twelve months ended March 31, 2023, Tall Ship Windy serviced more than 33,300 guests.

We generate guests for Tall Ship Windy cruises primarily through our website at www.tallshipwindy.com via digital advertising and secondarily through our OTA partners. The website includes a description of the Tall Ship Windy and information about cruises offered and private group charters with options for full bar service, catering, storytelling and live music. The website allows the customer to book and pay online from a selection of skyline sails, educational sails, firework sails and various special event sails or to submit a reservation request for a private charter.

We offer marine charters in the USVI, under the brand Seas the Day Charters, ranging from 4 hours to 7 hours, for our 5 catamaran yachts, 5 power boats and 3 runabouts. Our charter boats range from 12’ to 50’ and have a passenger capacity of up to 12 persons. Charter prices range from $400 for 6 hours on one of our 15’ rigid inflatable boats to $1,895 for 7 hours aboard our luxury catamarans. All of our charter captains are licensed by the U.S. Coast Guard, and first mates have at least 2 years of experience aboard luxury sail vessels taking care of guests and the care and maintenance of the vessel.

In the twelve months ended March 31, 2023 Seas the Day Charters serviced more than 9,000 guests.

We generate clients for our charter rentals primarily through our website at www.seasthedayusvi.com via our digital advertising and secondarily through our OTA partners. The website includes a description of the charters offered, special services, such as snorkeling and swimming with turtles, and information about local destinations and allows customers to book and pay online.

Managed by the Seas the Day Charters USVI business unit, we sublease a luxury villa known as Magens Hideaway, located in Peterborg, St. Thomas, USVI, which we rent to our guests. The Magens Hideaway property is divided into three buildings, totaling 6,443 square feet (3,874 square feet of indoor living space and 2,569 square feet of outdoor living space) and accommodates up to 14 persons. Rentals start from $1,000 per night.

We generate clients for Magens Hideaway primarily through our website at www.magenshideaway.com and by offering ‘land and sea’ packages jointly with Seas the Day Charters USVI. Magens Hideaway is also available for rent through VRBO. The website includes a description and images of the villas, a 3-D tour, and directs customers to book by calling the hotel directly or using VRBO.com.

Paradise Adventures Catamarans and Watersports offer boat charters and tours ranging from 2 hours to full day tours on our 2 sailing catamarans, 1 sailboat, 3 power boats and 7 pontoons. Tours include dolphin sightseeing, snorkeling tours, adventure tours, sunset cruises, and private charters. Watersport rentals include pontoon boats, kayaks, snorkeling, and paddle boats.

Paradise Adventures is located at the BlueGreen Bayside Resort and Spa; formerly the Sheraton Bayside Golf Resort and Spa. The services are provided through a service agreement dated November 29, 2019, with Bay Point Master Tenant, LLC, a Delaware limited liability company, the master tenant of the hotel, villas, golf courses, golf clubhouse and related facilities located in Panama City Beach, Florida. The service agreement requires us to pay a monthly service fee of (i) 10% of gross sales for the first twelve months of the agreement and (ii) 15% of gross sales thereafter. The agreement expires on November 29, 2024, unless terminated before that time or renewed.

In the twelve months ended March 31, 2023, Paradise Adventures serviced more than 40,000 guests.

We generate clients for our marine tours and water sports rentals primarily through our website at www.paradiseadventurespcb.com via online, digital advertising and secondarily through our OTA partners. The website was recently re-designed and includes descriptions of tours and rentals offered and options to book and pay online.

The company anticipates completing its acquisition of Paradise Yacht Management, LLC upon the consummation of this initial public offering.

We intend to offer a variety of luxury yacht services, including (i) 24/7 yacht management solutions, specializing in 42’ – 90’ catamarans that sleep 8 – 10 guests and focus on exploring the islands, fine dining and water-based adventures, (ii) yacht broker services, connecting yacht owners with yacht purchasers, and (iii) luxury yacht charter services, booking multi-day charter yacht vacations on our fleet of 30 sailing catamarans and 1 power yacht.

Boat charters typically last 6 nights and 7 days and start at $14,700 with yacht charter vacations as high as $70,000/week. These crewed luxury yacht charters include onboard lodging, fine dining, bar service and toys, such as Paddle Boards, Snorkeling Gear, Floating Mat, Tubes, Wake Boards, Adult Water Skis, Knee Boards, Fishing Rods & Onshore Games.

In 2022, Paradise Yacht Management serviced 2,641 guests on 426 paid luxury charter vacations generating $10,529,733 in gross term charter revenue.

Paradise Yacht Management generates clients for its management, broker, and luxury vacation charter services primarily through its broker network and secondarily through its websites at www.paradiseyachtmanagement.com, www.pyclearing.com and www.chartersmarter.com. Clients can browse its fleet and book charters online at the first two domains and engage in broker services at the third domain.

As of March 31, 2023, the company owns or manages 59 vessels in the Caribbean, Florida and Lake Michigan as detailed below, and is the clearing agent for an additional 8 yachts.

Sophisticated and efficient maintenance and operations systems support the technical superiority and modern look of our fleet. In addition to routine repairs and maintenance performed on an ongoing basis and in accordance with applicable requirements, each of our ships is generally taken out of service, approximately every 24 to 60 months, for a period of one or more weeks for scheduled maintenance work, repairs and improvements performed in Dry-dock. Dry-dock interval is a statutory requirement controlled under IMO requirements reflected in chapters of the International Convention of the Safety of Life at Seas (“SOLAS”) and, to some extent, the International Load Lines Convention. Under these regulations, it is required that a passenger ship Dry-dock once in five years (depending on the age of vessel) or twice in five years (depending on flag state and age of vessel), and the maximum interval between each Dry-dock cannot exceed three years (depending on flag state and age of vessel). To the extent practical, each ship’s crew, remain with the ship during the Dry-dock period and assist in performing repair and maintenance work. Accordingly, Dry dock work is typically performed during non-peak demand periods to minimize the adverse effect on revenue that results from ships being out of service. Dry-docks are typically scheduled in autumn and depend on shipyard availability. We take this opportunity to upgrade the vessels in all areas of both guest-facing services and innovative compliance technology.

We plan to grow operations solely in North America and the Caribbean over the next 5 years. Our general marketing objective is to focus on obtaining guests using our digitally enabled operations without discounting. It is our intent to be a high-value, not a low-cost maritime TAA operator. The customer segments we actively target include:

We believe our strength is our ability to re-imagine and re-map the traditional TAA operator to a future state, digitally enabled operating model. Our integrated, digitally enabled operating model, we believe, allows us to exceed consumer expectations while providing a foundation for both organic growth and implementation of an acquisition roll-up strategy. Directly addressing the market opportunities of the TAA industry, the following competitive strengths support our core mission.

The TAA market, commonly referred to as in-destination travel, includes tours, activities, attractions & events. This type of travel is the third largest sector by spending and represents the activities travelers do in-destination when they arrive at the location. According to a Global In-Destination Travel Market Research Report, the global in-destination portion of the travel market will reach about $297.6 billion in 2026 from 133.6 US$ Million in 2022, with a CAGR of 17.3% (see https://www.verifiedmarketresearch.com/product/in-destination-travel-market/). The North American TAA market is estimated at $90 billion. Amphitrite’s market opportunity is derived from a combination of fragmentation, low technology adoption and value chain optimization all driven by a digitally enabled operating platform.

We plan to address this opportunity by bringing digital technology to our TAA operations, including advertising and marketing, customer service, repair and maintenance and overall operations resulting in efficiencies not usually seen in the travel industry.

Our OTA partners include TripAdvisor, GetYourGuide, and Expedia. Our OTAs receive a commission of between 25% and 30% for booking or referring clients to us.

For our OTAs, we provide robust marketing support and enhanced tools, including integration with our Fareharbor booking engine and customer relationship management tools, for their use in promoting and marketing our products through their online platforms.

Guest feedback is also a critically important element in the development of our overall marketing and business strategies. We regularly initiate guest feedback studies among both travel partners and consumers to assess the information that helps shape the future direction of the experiences we provide.

In twelve months ended March 31, 2023, 64% of our revenue came through direct and online sales with a cost of advertising of 11.95%% and a Return on Advertising Spend (ROAS) of 836.58%, respectively.

This low cost of advertising and industry-leading ROAS is attributable to our digitally enabled advertising and marketing platform use. OTAs are important to our marketing and distribution efforts. In late 2022, we initiated an Affiliate Marketing Program digitally enabled by Salesforce.com, whose program enables in-destination partners such as hotel concierge desks, property managers, etc. to sell our tours and activities directly through an online affiliate portal eliminating the manual processes normally relied upon. The program, while in its infancy, is showing great potential.

In the twelve months ended March 31, 2023 our combined operations serviced more than 84,000 guests. Our primary customers are:

In the twelve months ended March 31, 2023, our analytics, based on website users and/or bookings, indicate that our customers are 50.4% female and 49.6% male ranging in age from 18 to over 65. For the 12 months ended March 31, 2023, the age breakdown of our customers is as follows:

In the twelve months ended March 31, 2023 based on website users and/or bookings, indicate that our customers were 95.6% located in the U.S. and 4.4% located in the USVI.

We sublease a villa/bed and breakfast known as Magens Hideaway, located in Peterborg, St. Thomas, USVI, from HAM, who leases the property from our founders, Scott and Hope Stawski, providing the right to operate all the property, buildings, equipment and other personal and movable property, in exchange for monthly rent of $11,000. This lease expires on April 18, 2027. We rent the villa/bed breakfast to our guests.

We believe our facilities are sufficient for our current needs. We do not anticipate any significant difficulties in obtaining any additional space if needed.

As of March 31, 2023, we employ 26 persons on a year-round, full-time basis and 30 persons on a part-time basis either as employees or full-time 1099 contractors. We also use the services of 89 full-time seasonal and 13 part-time seasonal independent contractors on who serve as Captains and Crew on our vessels. We are not subject to any collective bargaining agreements, and we believe that relations with our employees and independent contractors are good. A breakdown of or employees are as follows:

Best-in-class guest service levels are paramount in the markets in which we operate, where travelers have discerning tastes and high expectations for quality service. We have dedicated resources to ensure that our service offerings on all of our ships meet the demands of our guests. Among other initiatives, we have implemented rigorous onboard training programs with a focus on career development. We believe that our dedication to anticipating and meeting our guests’ every need differentiates our operations and fosters close relationships between our guests and crew, helping to build customer loyalty.

We place the utmost importance on the safety of our guests, crew and the communities we visit. We operate all our vessels to meet and exceed the requirements of SOLAS and International Management Code for the Safe Operation of Ships and for Pollution Prevention (“ISM Code”), the international safety standards which govern the cruise industry. Crew members are trained in the Company’s stringent safety protocols, participating in regular safety training, exercises and drills onboard every one of our ships to familiarize themselves and become proficient with the safety equipment onboard.

Our captains and crew are experienced seafarers. Our captains and crew regularly undergo rigorous operations training such as leadership, navigation, stability, and statutory and environmental regulatory compliance. To support our deck officers while at sea, we have bridge protocols and support documentation in place, dictating specific standard operating procedures. Our bridge teams conduct a voyage planning process prior to sailing, where the upcoming itinerary is reviewed and discussed by the captain and bridge team prior to departure and in preparation for arrival. In addition, all of our ships employ state-of-the-art navigational equipment and technology to ensure that our bridge teams have accurate data regarding the planned itinerary.

Prior to every charter setting sail, we hold a mandatory safety drill for all guests, during which important safety information is reviewed and demonstrated. Our fleet is equipped with modern navigational control and fire prevention and control systems. We have developed a Safety Management System (“SMS”), which establishes policies, procedures, training, qualification, quality, compliance, audit and self-improvement standards. Through these systems, our senior managers and ship management can focus on the consistent, high-quality operation of the fleet. Our SMS undergoes regular internal audits as well as periodic inspections by the U.S. Coast Guard, flag state and other port and state authorities.

Our culture is defined by our corporate values of flawless execution, dedication to family and community, the spirit of entrepreneurship, financial excellence and environmental stewardship. These values were internally developed and are authentic to our Company as they define success in our culture and establish the foundation upon which it is built. We believe our culture and commitment to our team members attract and retain top talent while simultaneously providing robust career development opportunities that ultimately result in significant value to our Company and its stockholders.

The industries in which we plan to operate are highly competitive. The recreational tour activity operator industry is extremely fragmented, consisting of primarily locally owned companies with small operating footprints. According to a September 2018 article published in Skift Research by Dan Peltier and Andrew Sheivachman, “Nearly every travel sector has leveraged the internet to modernize and give consumers a more convenient booking experience during the past two decades. Tours and activities are a notable exception largely because of global fragmentation and it’s long been unclear if the web could ever fully unite the sector.” According to an October 2022 article published in Phocus Wire by Kathryn Walson, “TAA (Tour Activity and Attractions) is possibly the most diverse and fragmented sector in the global tourism industry and also the least studied, the report finds. The vast majority of TAA businesses are small and micro-businesses that generate less than $250,000 a year in gross sales.”

In the U.S., we believe our primary competitors are Hornblower Group, Shoreline Sightseeing, Yacht. Vacations and Historic Tours of America. Hornblower and Shoreline compete with us in the Chicago market currently while Historic Tours of America offers maritime and land tours in 7 U.S. cities, including Boston, Washington D.C. and St. Augustine, and we expect to compete with them as we expand geographically.

The principal areas of competition are pricing, value, amenities, and marketing strategies. We will compete with a wide range of products produced by a relatively large number of companies, many of which have greater financial, marketing, and distribution resources than we do. Important factors affecting our ability to compete successfully include pricing, value, amenities and brand exposure, and marketing, as well as pricing and distribution outlets.

A substantial portion of our revenue from OTAs is through our supplier agreement with Viator, which accounted for approximately 26% and 32% of our total revenue for the year ended December 31, 2022 and 2021. No other customer or referral source constitutes more than 10% of our revenue.

Our business is impacted by seasonal factors. The U.S. Virgin Islands and Florida are in active hurricane zones. While all reasonable measures are taken, including insurance, Seas the Day Charters USVI and Paradise Yacht Management LLC operations rely on vacation travel to and from the US Virgin Islands and Paradise Adventures LLC relies on visitors to Florida, which can be severely impacted by the weather. While Seas the Day Charters USVI, Paradise Yacht Management LLC and Paradise Adventures LLC do operate year-round, they are affected by seasonality. Seas the Day Charters USVI’s revenues decrease by as much as 40% during the months of September through October, Paradise Yacht Management LLC’s revenues decrease by as much as 90% during the months of September through November, and Paradise Adventures LLC’s revenues decrease by as much as 80% during the months of January through March. Additionally, Windy of Chicago Limited is affected by seasonality. The Tall Ship Windy operates from Memorial Day in May to Labor Day in September. The impact of this seasonality is a weakness to some economies of scale, such as human resource recruitment and retention. These weaknesses are expected to be addressed through future geographic expansion, which will allow the company to lessen the seasonal impact of certain geographies.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition, or cash flows.

We have one pending trademark application with the USPTO for “Seas the Day Charters”. We have no patents or trademarks. Additionally, we have no licenses, franchises, concessions, royalty agreements or labor contracts.

We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We plan to control access to our proprietary technology, in part, by entering into confidentiality agreements with our employees and contractors and confidentiality agreements with third parties.

In addition to these contractual arrangements, we also rely on a combination of trade secrets, copyrights, trademarks, trade dress, domain names and patents to protect our intellectual property. We pursue the registration of our domain names in the United States.

Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in the United States or other countries in which we operate. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our operating results.

Companies in the Internet, social media technology and other industries may request license agreements, threaten litigation, or file suit against us based on allegations of infringement or other violations of intellectual property rights. From time to time, we could expect to face, in the future, allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including our competitors and non-practicing entities. As we face increasing competition and as our business grows, we could face more claims of infringement.

We maintain liability insurance of $2.5 million for management and entity liability coverage.

We maintain insurance on the hull and machinery of our vessels, which are maintained in amounts related to the estimated market value of each vessel. In addition to the insurance coverage on the hull and machinery of our ships, we seek to maintain comprehensive insurance coverage and believe that our current coverage is at appropriate levels to protect against most of the accident-related risks involved in the conduct of our business. The insurance we carry includes:

Our insurance coverage, including those noted above, is subject to certain limitations, exclusions and deductible levels. There can be no assurance that all potential liabilities will be covered by insurance or that the insurance coverage will be adequate.

Our business is subject to extensive government regulation, including national, state and local laws and regulations of the U.S. and US Virgin Islands, including laws relating to the discharge of materials into the environment. Because such laws and regulations are regularly reviewed and revised by the issuing governmental bodies, we are unable to predict the ultimate cost or impact of compliance. In addition, we are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our business operations. The types of permits, licenses and certificates required depend upon such factors as the country of registry, the waters in which the vessel operates, the nationality of the vessel’s crew, the age of the vessel and our status as owner, operator or charterer. As of the date of this prospectus, we had obtained all material permits, licenses and certificates necessary to permit our vessels to carry out their current operations.

Numerous state, federal, and foreign laws and regulations, including consumer protection laws and regulations, including data breach notification laws, govern the collection, dissemination, processing, use, access to, confidentiality, and security of personal information and could apply to our operations or the operations of our partners. In particular, certain state and non-U.S. laws, such as the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), and the General Data Protection Regulation (“GDPR”), set strict standards for maintaining the privacy and security of personal information. Many of these laws differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation. In sum, privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

Our one hundred forty-eight-foot (148) schooner, the “Tall Ship Windy”, is registered in the state of Illinois, 13 of our vessels are registered in the state of Florida and 44 of our vessels leased for charters are registered in the USVI.

Our U.S.-registered ship, the Tall Ship Windy, is subject to laws and regulations of the U.S. federal government, including, but not limited to, the Food and Drug Administration (“FDA”), the U.S. Coast Guard and U.S. Department of Labor.

Our USVI vessels are subject to a yearly U.S. Coast Guard (the “USCG”) overseen inspection process. The USCG outsources the inspection process to the Commercial Vessel License Authority (the “CVLA”). Each vessel must be re-licensed by the CVLA annually and each vessel has an updated license listing in the CVLA database and is sent a CVLA letter and sticker upon completion of the annual inspection. Such inspections include verification of compliance with the maritime safety, security, environmental, health and labor regulations. Additionally, each vessel is required to be registered annually in the USVI with the USVI Department of Natural Resources.

Our ships are subject to various international, national, state and local laws and regulations relating to environmental protection, including those that govern air emissions, waste discharge, wastewater management and disposal, and use and disposal of hazardous substances such as chemicals, solvents and paints. Under such laws and regulations, we are prohibited from discharging certain materials, such as petrochemicals and plastics, into waterways, and we must adhere to various water and air quality-related requirements.

With regard to air quality requirements, the International Maritime Organization, a United Nations agency that sets international standards for shipping (“IMO”) convention entitled Prevention of Pollution from Ships (“MARPOL”), sets a global limit on fuel sulfur content of 0.5%. Various compliance methods, such as the use of alternative fuels, or exhaust gas cleaning systems that reduce an equivalent amount of sulfur emissions, may be utilized.

MARPOL also requires stricter limitations on sulfur emissions within designated Emission Control Areas (“ECAs”), which include the Baltic Sea, the North Sea/English Channel, North American waters and the U.S. Caribbean Sea. Vessels operating in these waters are required to use fuel with a sulfur content of no more than 0.1% or use approved alternative emission reduction methods. ECAs have also been established to limit emissions of oxides of nitrogen from newly built ships.

Ballast water discharges are governed by the MARPOL Ballast Water Management Convention, which came into force in 2017 (“The Convention”), and which governs the discharge of ballast water from ships. Ballast water, which is seawater held onboard ships and used for stabilization, may contain a variety of marine species. The Convention is designed to regulate the treatment and discharge of ballast water to avoid the transfer of marine species to new, different, or potentially unsuitable environments. Applicable vessels sailing in specific itineraries have also been upgraded with ballast water treatment systems to further prevent the spread of invasive species.

MARPOL also sets forth requirements for discharges of garbage, oil and sewage from ships, including regulations regarding the ships’ equipment and systems for the control of such discharges and the provision of port reception facilities for sewage handling. Ships are generally prohibited from discharging sewage into the sea within a specified distance from the nearest land. Governments are required to ensure the provision of adequate reception facilities at ports and terminals for the reception of sewage, without causing delay to ships. Ships are generally required to be equipped with either approved sewage treatment plants, disinfecting systems or sewage holding tanks.

Recently adopted amendments to MARPOL will make the Baltic Sea a “Special Area” where sewage discharges from passenger ships will be prohibited unless they comply with Resolution MEPC 227(64) adopted by the Marine Environmental Protection Committee (“MEPC”) of the IMO. Stricter discharge restrictions went into effect for new passenger ships in 2019, and for existing passenger ships starting in 2021.

These requirements may impact our operations unless suitable port waste facilities are available, or new technologies for onboard waste treatment are developed. Accordingly, the cost of complying with these requirements is not determinable at this time.

In the U.S., the Clean Water Act of 1972, and other laws and regulations, provide the Environmental Protection Agency (“EPA”) and the U.S. Coast Guard with the authority to regulate commercial vessels’ incidental discharges of ballast water, bilge water, gray water, anti-fouling paints and other substances during normal operations while a vessel is in inland waters, within three nautical miles of land, and in designated federally protected waters. The U.S. National Pollutant Discharge Elimination System (“NPDES”) program, authorized by the Clean Water Act, was established to reduce pollution within U.S. territorial waters. For our affected ships, all of the NPDES requirements are set forth in the EPA’s Vessel General Permit (“VGP”). The VGP establishes effluent limits for 26 specific discharge streams incidental to the normal operation of a vessel. In addition to these discharge- and vessel-specific requirements, the VGP includes requirements for inspections, monitoring, reporting and recordkeeping. In 2018, the Vessel Incidental Discharge Act (“VIDA”), which will eventually replace the VGP, was signed into law, and in October 2020, the EPA published a notice of proposed rulemaking to establish national standards of performance under VIDA that would apply to 20 different types of vessel equipment and systems, as well as general discharge standards that would apply to all types of vessel incidental discharges. The VGP has been administratively extended while standards under VIDA are being developed. With certain exceptions, VIDA requires that the new standards be at least as stringent as the VGP requirements.

The Act to Prevent Pollution from Ships, which implements certain elements of MARPOL in the U.S., provides for potentially severe civil and criminal penalties related to ship-generated pollution for incidents in U.S. waters within three nautical miles of land and, in some cases, within the 200-nautical mile Exclusive Economic Zone (“EEZ”).

The Oil Pollution Act of 1990 (“OPA 90”) provides for strict liability for water pollution caused by the discharge of oil in the 200-nautical mile EEZ of the U.S., subject to defined monetary limits. OPA 90 requires that in order for us to operate in U.S. waters, we must have Certificates of Financial Responsibility (“COFR”) from the U.S. Coast Guard for each ship. Our continued OPA 90 certification signifies our ability to meet the requirements for related OPA 90 liabilities in the event of an oil spill or release of a hazardous substance.

Many U.S. states have also enacted environmental regulations that impose strict liability for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law and, in some cases, the laws have no statutory limits of liability.

In 2021, the IMO adopted two new requirements going into effect in 2023, the Carbon Intensity Indicator (the “CII”) and Energy Efficiency Ship Index (the “EEXI”), which each regulate carbon emissions for ships. The CII is an operational metric designed to measure how efficiently a ship transports goods or passengers by looking at carbon dioxide emissions per nautical mile. Ships are given an annual rating from A to E, with a C or better required for compliance. For ships that receive a D rating for three consecutive years, or an E rating for one year, a corrective action plan will need to be developed and approved. In 2023, ships will be required to reduce carbon intensity by 5% from a 2019 baseline with 2% incremental improvements each year thereafter until 2030. The EEXI is a design re-certification requirement that updates energy efficiency requirements for existing ships and regulates carbon dioxide emissions related to installed engine power, transport capacity and ship speed.

Compliance with such laws and regulations may entail significant expenses for ship modification and the purchase of emissions allowances, increase costs for compliant newbuilds, render some ships obsolete, significantly increase costs for alternative fuels and require changes in operating procedures, including limitations on our ability to operate in certain locations or slowing the speed of our ships, which could adversely impact our operations. These issues are, and we believe will continue to be, areas of focus by the relevant authorities throughout the world. This could result in the enactment of more stringent regulation of cruise ships that would subject us to increasing compliance costs in the future. Some environmental groups continue to lobby for more extensive oversight of cruise ships and have generated negative publicity about the cruise industry and its environmental impact.

If we violate or fail to comply with environmental laws, regulations or treaties, we could be fined or otherwise sanctioned by regulators. We have made, and will continue to make, capital and other expenditures to comply with changing environmental laws, regulations and treaties. Any fines or other sanctions for violation or failure to comply with environmental requirements or any expenditures required to comply with environmental requirements could have a material adverse effect on our business, operations, cash flow or financial condition.

The following table sets forth the name, age, and position of our executive officers and directors as of the date of this registration statement. Our directors are elected annually by our stockholders at the annual meeting or by written consent of a majority vote of the Common Stock then outstanding. Our executive officers are appointed annually by the Board of Directors.

The current directors named below were appointed on April 1, 2022 and September 19, 2022. Our independent Directors are elected to two (2) year terms generally. Each director holds their office until his successor is elected and qualified or his earlier resignation or removal.

Scott A. Stawski, Founder, Chairman and Chief Revenue Officer and Acting Chief Financial Officer

Since April 2022, Scott A. Stawski has been our Founder/Chairman/Chief Revenue Officer/Acting Chief Financial Officer. Since January 2022 and April 2022, Mr. Stawski has been the Treasurer of our wholly owned subsidiaries, Windy of Chicago Ltd. and STDC Holdings, respectively, and since January 18, 2023 Mr. Stawski has been the President of our wholly owned subsidiary, Paradise Adventures LLC.

From May 2018 to April 2022, Mr. Stawski was the Partner and Chief Revenue Officer of Ham and Cheese Events LLC, a Texas limited liability company owned by Scott and Hope Stawski, our Founder, President, CEO, and Director. From January 2007 to April 2017, Mr. Stawski served in the management roles noted below for DXC Technology Inc (NYSE: DXC) (formerly Hewlett Packard Enterprises Services and Electronic Data Systems), including:

In November 2018, Scott Stawski received a master’s degree in Liberal Arts – Extension Studies from Harvard University. Mr. Stawski completed his Bachelors of Arts degree from Thomas Edison University. Since October 2019, he has been licensed as a 100-ton U.S. Coast Guard Master.

As our Chairman and Chief Revenue Officer, Scott Stawski brings his experience to us in digital and next generation technology.

Hope A. Stawski, Founder, President, Chief Executive Officer, and Director

Since April 2022, Hope A Stawski has served as our Founder/President/ Director. Since January 2022 and April 2022, Mrs. Stawski has been the President of our wholly owned subsidiaries, Windy of Chicago Ltd and STDC Holdings, and since January 18, 2023 Mrs. Stawski has been the President of our wholly owned subsidiary, Paradise Adventures LLC.

From March 2012 to April 2022, Hope Stawski was the Managing Partner of Ham and Cheese Events LLC, a Texas limited liability company owned by Scott and Hope Stawski, used to form and test the digital operating model for the maritime tour activity operator industry. From July 2013 to February 2015, Mrs. Stawski was the Marketing Consultant for Atherio Inc, a global technology services company providing end-to-end technology-enabled business solutions to clients. From January 2012 to February 2015, Mrs. Stawski was the Marketing Consultant for Red River Solutions, a full range solution provider utilizing a network of unparalleled and experienced professionals.

Mrs. Stawski attended Texas Baptist University. As our President, and Director, Hope Stawski brings her hospitality experience and digital marketing expertise.

Since April 2022, Patrick Mullett has been our Vice President of Operations, Secretary, and Director. He is also the secretary of our wholly-owned subsidiary, STDC Holdings.

Since January 2, 2020, Patrick Mullett has been the Executive Vice President of Seas the Day Charters USVI. From October 2013 to December 2019, he has been the Vice President of Operations for Margaritaville Caribbean LLC, a full-service, fast-food company with locations in four different countries. From February 2012 to October 2013, he was the Operations Leader for La Tagliatella, a Spanish-themed restaurant LLC with locations in Charlotte, Atlanta, and Arlington. From December 2008 to February 2012, he was the Area Coach for AmRest Applebee’s. From March 2001 to September 2006, Patrick Mullett was a Regional Manager for Long Horn Steakhouse. From March 1998 to January 2001, he was the Vice President of Operations and Partner for Whit-Mart Inc, a franchise of Applebee’s International, where he supervised five Area Managers and over ninety Managers covering twenty-three restaurants in South Carolina, Kentucky, and Indiana.

Patrick Mullett studied Hotel/Restaurant Management at Broward Community College.

Since April 2022, Michael Klaus has served as a member of our Board of Directors.

Since September 2020, Michael Klaus has served as Partner of CEO Coaching International, a coaching firm located in Miami, Florida, that assists CEOs and their leadership teams to achieve better results. Since April 2019, he has been the Chief Executive Officer of Performance Pathfinders LLC, a company located in Spring Lake, Michigan, that works with senior leadership teams to create and implement executable plans to achieve business results through the adaptation of emerging technologies and business processes. Since May 2019, he has been a Board of Advisors member for SoftServe Inc, a Ukraine based technology company specializing in consultancy services and software development. From 2004 to 2018, Mr. Klaus held various Executive Management and Officer positions with DXC Technology Inc, formerly Hewlett Packard Enterprises Services and Electronic Data Systems, including as Senior Vice President and General Manager Application Services from April 2017 to September 2018, Vice President & General Manager Global Applications & Program Excellence for Hewlett Packard Enterprise from November 2015 to April 2017, and Vice President & General Manager Consumer Retail and Transportation Industries for Hewlett Packard Enterprise from November 2007 to November 2015, and Vice President & General Manager for Electronic Data Systems from February 2004 to June 2008.

In 1980, Michael Klaus earned a Bachelor of Arts degree in Logistics Management & Marketing from Michigan State University. In 1998, he earned an Executive Management – Leadership for Professional Services Firms certificate from Harvard University.

Since our inception in April 2022, Robert Chapple has served as a member of our Board of Directors.

Since June 2019, Robert Chapple has been the Co-Founder and Chief Customer Officer of Esellas LLC, which designs strategies to improve sales results for enterprises and salespeople. From January 2020 to March 2022, he was the Strategic Advisor for Helm LLC, advising CEOs, CROs, and leadership teams on Go-to-Market strategies. From September 2017 to June 2019, Mr. Chapple was the Chief Revenue Officer for Civis Analytics and was responsible for creating new data analytics product strategies, initial marketing and client selling motions and finding product and go-to-market fits while achieving sales and revenue goals. From 2001 to 2017, he held various management roles with Hewlett Packard Enterprises (formerly Electronic Data Systems), including Vice President and General Manager, Consumer Industries from October 2014 to September 2017, Vice President and Managing Director, UK&I Manufacturing Sector from January 2011 to October 2014, Account Executive for the Australian Department of Revenue and Tax Office Account from March 2008 to January 2011, and Senior Director/Account Manager from November 2001 to March 2008.

In 1995, Mr. Chapple earned a Bachelor of Science in International Business from Georgia State University.

Since September 2022, Anu Singh has served as a member of our Board of Directors.

Since December 2014, Anu Singh has been the Managing Director and from March 2006 to December 2014, Anu Singh was the Senior Vice President of Kaufman Hall, a mergers and acquisitions consulting firm. From September 1994 to March 2002, Anu Singh was a Director for Arthur Andersen, an accounting firm based in Chicago that provided auditing, tax advising, consulting and other professional services to large corporations.

In 2004, Anu Singh earned a master’s degree in Finance from Northwestern University – Kellogg School of Management. In 1994, Anu Singh earned a bachelor’s degree in Finance, Asian Studies from Gies College of Business – University of Illinois.

Since September 2022, Martha Gorum, Esq. has served as a member of our Board of Directors.

Since April 2014, Martha Gorum has been the President of Martha Gorum Consultants LLC, a company focused on supporting growth initiatives of minority, women, veteran, and small business entities in the business hospitality industry. From August 2019 – October 2021, Martha Gorum was the Senior Vice President of Sales & Marketing for Pritchard Industries Inc, a full-service janitorial, maintenance and cleaning service company. From January 2013 to April 2014, Martha Gorum was the Vice President Specialty Markets and Minority and Women Owned Businesses and from August 2001 to April 2014, Martha Gorum was the Vice President Business Development and Strategic Partnerships for Aramark, a company providing services in food, facilities management, and uniforms for numerous businesses of all sizes located in 19 countries worldwide. From July 1976 to July 2001, Martha Gorum held various positions at MHSHost, a travel-dining company, eventually working her way up to Chief Counsel North American Operations after graduating from St. Louis Law School in 1993.

In 1993, Martha Gorum received a Juris Doctor (J.D.), Employment Law Certificate, including Labor Law, from St. Louis University Law School. In 1989, Martha Gorum received a bachelor’s degree in Political Science and Sociology from the University of Michigan.

Since September 2022, Richard Phillips has served as a member of our Board of Directors.

From June 2014 to June 2022, Richard Phillips was the Vice President of Veritas Steel LLC, a bridge fabrication company. From December 2013 to June 2022, Richard Phillips was an Operating Partner for Altas Holdings LLC, a diversified LLC of 25 manufacturing and distribution businesses in the automotive, building materials, business services and solutions, construction, energy, food and beverage, industrial services, metals, packaging, printing, pulp, paper, and logistics industries. From June 2010 to June 2012, Richard Phillips was the Chief Executive Officer for Hirschfeld Energy Systems LLC, where he led a state-of-the-art wind tower manufacturing operation. From August 2004 to March 2009, Richard Phillips was the Chief Financial Officer, and from December 2007 to January 2013, Richard Phillips was the President of Hirschfeld Industries, a fully integrated fabricator of highly engineered structural steel components in North America. From 1999 to 2003, Richard Phillips was the Managing Director, JPMorgan Securities – Texas & Southeast Region for JP Morgan Chase. From 1978 to 1999, Richard Morgan was the Senior Vice President and Houston Middle Market Manager, JPMorgan – Texas Region for JP Morgan Chase.

In 1976, Richard Phillips received a Bachelor of Science in Finance from Virginia Tech University. In 1978, Richard Phillips received a Master’s in Business Administration from Virginia Tech Pamplin College of Business.

In 1999, Richard Phillips earned his Series 7 and Series 63 broker’s licenses (since expired). In 2010, Richard Phillips was elected to the Board of Directors of the American Institute of Steel Construction.

Since our inception in April 2022, Bryan Mason, Esq. has served as a member of our Board of Directors.

Since December 2021, Bryan Mason has been employed as the Boat Captain of Seas the Day Charters USVI, in St. Thomas, Virgin Islands. From October 2019 to March 2020, he served as Boat Captain and crew for Stormy Pirates Boat Charters in St. Thomas, Virgin Islands. From January 2018 to July 2019, he served as a deckhand for Fun Water Tours in St. Thomas, Virgin Islands. From January 2016 to September 2017, he served as a busser, food expeditor and server for Room With A View Restaurant in St. Thomas, Virgin Islands.

In 1997, Bryan Mason earned a Bachelor of Arts degree from the University of Notre Dame with a major in theology and a secondary major in philosophy. In 2004, he earned his Juris Doctor degree from Indiana University School of Law (now known as Maurer School of Law).

Biographical information for Scott A. Stawski, our Acting Chief Financial Officer, and Hope A Stawski, our Chief Executive Officer, and Patrick Mullet, our VP of Operations, is set forth above in the section titled “Board of Directors.”

Our business and affairs are managed under the direction of our Board. The number of directors will be fixed by our Board, subject to the terms of our certificate of incorporation and bylaws, which will include a requirement that the number of directors be fixed exclusively by a resolution adopted by directors constituting a majority of the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships. Our Board currently consists of nine (9) directors, of which five (5) are independent, as follows: Michael Klaus, Robert Chapple, Anu Singh, Martha Gorum, Esq., and Richard Phillips.

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

We intend to structure our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure will include the following:

Our directors will stay informed about our business by attending meetings of our Board and its committees and through supplemental reports and communications. Our independent directors will meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

The Board actively manages our risk oversight process and receives periodic reports from management on areas of material risk, including operational, financial, legal, and regulatory risks. The Board committees will assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee will assist the Board with its oversight of the Company’s major financial risk exposures. The Compensation Committee will assist the Board with its oversight of risks arising from the Company’s compensation policies and programs. The Corporate Governance and Nominating Committee will assist the Board with its oversight of risks associated with board organization, board independence, and corporate governance. While each committee will be responsible for evaluating certain risks and overseeing the management of those risks, the entire Board will be regularly informed about the risks.

The Nasdaq marketplace rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominations committees be independent, or, if a listed company has no nominations committee, that director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the board’s independent directors. The Nasdaq marketplace rules further require that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensation committee members satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act.

Prior to the completion of this offering, our Board undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our Board has affirmatively determined that each of Michael Klaus, Robert Chapple, Anu Singh, Martha Gorum, Esq., and Richard Phillips qualify as an independent director, as defined under the applicable corporate governance standards of Nasdaq. These rules require that our Audit Committee be composed of at least three (3) members, one of whom must be independent on the date of listing on Nasdaq, a majority of whom must be independent within 90 days of the effective date of the registration statement containing this prospectus, and all of whom must be independent within one year of the effective date of the registration statement containing this prospectus.

Scott A. Stawski is the Chairman of the Board. Hope A. Stawski is our President and Director.

The Board does not have a lead independent director. To help ensure the independence of the Company’s Board, the independent directors of the Board generally meet without members of management at various times during the year.

In September 2022, the Board established three standing committees, the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee, to assist it with the performance of its responsibilities. The initial composition of these committees was set by the Board at that time, in its discretion. Going forward, the Board will designate the members of these committees and the committee chairs based on the recommendation of the Corporate Governance and Nominating Committee. The Board has adopted written charters for each of these committees. Copies will also be available in print to any stockholder upon written request. The chair of each committee will develop the agenda for that committee and determines the frequency and length of committee meetings.

As of March 31, 2023, the composition of the Company’s Board Committees are as follows

Following our Nasdaq listing, the Board will hold bimonthly meetings. Directors will be expected to attend Board meetings, the Annual Meeting of Stockholders and meetings of the committees on which they serve, with the understanding that, on occasion, a director may be unable to attend a meeting.

The Board formally established an Audit Committee in September 2022. The Audit Committee is composed of three (3) independent directors, Michael Klaus, Richard Phillips and Anu Singh. Michael Klaus serves as chair of the Audit Committee. The committee’s primary duties are to:

The Board has determined that each member of the Audit Committee is independent of management and free of any relationships that, in the opinion of the Board, would interfere with the exercise of independent judgment and are independent, as that term is defined under the enhanced independence standards for audit committee members in the Exchange Act and the rules promulgated thereunder.

The Board has determined that Mike Klaus is an “audit committee financial expert,” as that term is defined in the rules promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2012. The Board has further determined that each member of the Audit Committee is financially literate and that at least one member of the committee has accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment.

The Board formally established a Compensation Committee in September 2022. The Compensation Committee is composed of three (3) independent directors (as defined under the general independence standards of the Nasdaq listing standards and our Corporate Governance Guidelines): Robert Chapple, Martha Gorum, Esq. and Richard Phillips, each a “non-employee director” (within the meaning of Rule 16b-3 of the Exchange Act). Robert Chapple serves as chair of the Compensation Committee. The committee’s primary duties are to:

The Compensation Committee will determine and approve all elements of executive officer compensation. It will also provide recommendations to the Board with respect to non-employee director compensation. The Compensation Committee may not delegate its authority to any other person, other than to a subcommittee.

Our Board formally established a Corporate Governance and Nominating Committee in September 2022. The Corporate Governance and Nominating Committee is composed of three (3) directors: Rob Chapple and Martha Gorum, Esq, and Hope Stawski. Rob Chapple and Martha Gorum are each a “non-employee director” (within the meaning of Rule 16b-3 of the Exchange Act). Rob Chapple serves as chair of the committee. The committee’s primary duties are to:

We adopted a written code of business ethics and conduct (the “Code of Conduct”) that applies to all of our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer. The objective of the Code of Conduct is to provide guidelines for maintaining our and our subsidiaries’ integrity, reputation, honesty, objectivity and impartiality. The Code of Conduct addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with stockholders, competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behavior. As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential or the appearance of conflicts of interest. Our Board has ultimate responsibility for the stewardship of the Code of Conduct, and it will monitor compliance through our Corporate Governance and Nominating Committee. Directors, officers and employees are required to annually certify that they have not violated the Code of Conduct. Our Code of Business Conduct and Ethics reflects the foregoing principles. The full text of our Code of Business Conduct and Ethics will be published on our website prior to the effectiveness of this registration statement.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the Code of Conduct applicable to our Chief Executive Officer and Chief Financial Officer by posting such information on our website.

To our knowledge (i) no director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years; (ii) no director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years; (iii) no director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years; and (iv) no director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

Notwithstanding above, the predecessor company, Ham and Cheese Events LLC and its LLC members Scott and Hope Stawski, whom the company purchased the business entities of Windy of Chicago Limited and the assets of dba Seas the Day Charters USVI have an active legal proceeding in the Superior Court of the Virgin Islands; Locke v. Borchert. This pending legal matter does not involve Amphitrite Digital or any of its operating units.

Amphitrite Digital reached a confidential legal settlement without a determination of fault in November 2022 involving a minor injury to a guest on a Seas the Day Charters USVI boat tour.

The following table presents the compensation awarded to, earned by or paid to (1) our President, Director, and Chief Executive Officer (our principal executive officer), (2) our Chairman, Chief Revenue Officer and Acting Chief Financial Officer (our principal financial officer), and (3) our Vice President of Operations and Secretary who we also refer to as our “named executive officers,” for each of the years ended December 31, 2022 and 2021.

We may award our officers shares of Common Stock as non-cash compensation as determined by the Board of Directors from time to time. The Board of Directors will base its decision to grant Common Stock as compensation on the level of skill required to perform the services rendered and the time committed to providing services to us.

On April 1, 2022, we entered into an agreement with Hope A. Stawski for her services as our President, Chief Executive Officer, and Director. The Company may terminate Mrs. Stawski’s employment for cause, which is defined as follows:

The Company’s Board of Directors may terminate Mrs. Stawski’s employment at any time without cause, provided, however, that Mrs. Stawski shall be entitled to severance pay in the amount equaling two years of Base Salary in addition to accrued but unpaid Base Salary and accrued vacation, less deductions required by law, but if, and only if, Mrs. Stawski executes a valid and comprehensive release of any and all claims that Mrs. Stawski may have against the Company in a form provided by the Company and Mrs. Stawski execute such form within 20 days of tender. The agreement provides for the following compensation to Mrs. Stawski:

On April 1, 2022, we entered into an agreement with Scott A. Stawski for his services as our Chairman of our Board of Directors, Chief Revenue Officer and acting Chief Financial Officer. The Company may terminate Mr. Stawski’s employment for cause, which is defined as follows:

The Company’s Board of Directors may terminate Mr. Stawski’s employment at any time without cause, provided, however, that Mr. Stawski shall be entitled to severance pay in the amount equaling two years of Base Salary in addition to accrued but unpaid Base Salary and accrued vacation, less deductions required by law, but if, and only if, Mr. Stawski executes a valid and comprehensive release of any and all claims that Mr. Stawski may have against the Company in a form provided by the Company and Mr. Stawski execute such form within 20 days of tender. The agreement provides for the following compensation to Mr. Stawski:

Should the Company’s Board of Directors terminate Mr. Stawski’s employment at any time without cause, all unvested stock options and/or grants held by him shall automatically vest on the date of the Board’s notice of termination.

On September 1, 2022, we entered into an agreement with Patrick Mullett for his services as our Vice President of Operations, and Secretary. The term of employment shall be for a period of three years to commence on September 1, 2022, unless terminated earlier. The Company may terminate Mr. Mullett’s employment may be terminated for cause, which is defined as follows:

None of our named executive officers received any annual bonuses for 2022. For 2023, our named executive officers are expected to be eligible to earn a discretionary annual bonus, based upon Company and individual performance measures.

We issued stock option awards under the 2022 Omnibus Securities and Incentive Plan at a $0.00 exercise price. These stock option awards are listed in the Outstanding Option Awards section below.

As of December 31, 2022, we have issued 2,637,350 options to purchase Common Stock under the 2022 Omnibus Securities and Incentive Plan, of which 1,011,175 options have been exercised and 1,626,175 options are unexercised.

The following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of December 31, 2022.

On April 1, 2022, we adopted our Employee Stock Incentive Plan, as amended on November 29, 2022, which provides that:

On April 1, 2022, we granted options to purchase an aggregate of 750,000 shares of the Common Stock, or 375,000 shares of the Common Stock to each to Hope Stawski, our President and Chief Executive Officer and Scott Stawski, our Chief Revenue Officer and Acting Chief Financial Officer, which have an exercise price of $.01 per share and vest at a rate of 20% annually for 5 years, beginning on April 1, 2023. The options expire 2 years after vesting or 1 year after termination of employment by the Company or if termination is without cause, all unvested options shall automatically vest on the date of the Board’s notice of termination.

On September 1, 2022, the Company granted our Vice President of Operations and Secretary, Patrick Mullett, options to purchase 125,000 shares of the Common Stock, which have an exercise price of $.01 per share and vest at a rate of 20% annually for 5 years, beginning on April 1, 2023. The options expire 2 years after vesting or 1 year after termination of employment by the Company or if termination is without cause, all unvested options shall automatically vest on the date of the Board’s notice of termination.

On November 29, 2022, the number of shares of Common Stock reserved under the 2022 Omnibus Securities and Incentive Plan, which combined the Employee Stock Incentive Plan and the Director Stock Incentive Plan was set to 4,000,000 shares.

All employees are eligible to participate in broad-based and comprehensive employee benefit programs as provided in the employment agreements. Our named executive officers are eligible to participate in these plans generally on the same basis as our other employees.

We may award our directors shares of Common Stock as non-cash compensation as determined by the Board of Directors from time to time. The Board of Directors will base its decision to grant Common Stock as compensation on the level of skill required to perform the services rendered and the time committed to providing services to us.

Director Agreements with Rob Chapple, Michael Klaus, and Bryan Mason

On April 1, 2022, we entered into Director agreements with Rob Chapple, Michael Klaus, and Bryan Mason for their services as a member of our Board of Directors. The agreements have an initial term through April 1, 2024. The position shall be up for re-election upon the end of the initial term at the annual shareholder’s meeting and upon re-election, the terms and provisions of the agreement shall remain in full force. The Company may terminate the director agreements with or without cause and the directors may resign by providing written notice to us.

On October 13, 2022, we entered into Director agreements with Anu Singh, Martha Gorum and Richard Phillips for their services as a member of our Board of Directors. The agreements have an initial term through April 1, 2024. The position shall be up for re-election upon the end of the initial term at the annual shareholder’s meeting and upon re-election, the terms and provisions of the agreement shall remain in full force. The Company may terminate the director agreements with or without cause and the directors may resign by providing written notice to us.

None of our Directors received any annual bonuses for 2022. For 2023, our Directors are not expected to be eligible to earn a discretionary annual bonus based upon Company and individual performance measures.

As of December 31, 2022, we have issued restricted share grants to Bryan Mason, Michael Klaus, Rob Chapple, Anu Singh, Martha Gorum, and Richard Phillips each valued at $75,000, to purchase Common Stock under the 2022 Omnibus Securities and Incentive Plan.

On April 1, 2022, the Company adopted the Director Stock Incentive Plan, which initially reserved 2,000,000 shares of Common Stock issuable upon the exercise of options to our directors. As stated above, on November 29, 2022, the number of shares of Common Stock reserved under the 2022 Omnibus Securities and Incentive Plan were increased to an aggregate of 4,000,000 shares due to combining the Employee Stock Incentive Plan and the Director Stock Incentive Plan.

As of the date of this Prospectus, we have granted the following options to our directors under the initial Director Stock Incentive Plan:

In addition to the grants of 150,000 options and 150,000 options to purchase the Common Stock to our 6 directors on April 1, 2022 and September 22, 2022, as set forth above, and the 375,000 options and 125,000 options to purchase the Common Stock to our 3 officers on April 1, 2022 and September 1, 2022, the Company granted our Vice President of Operations and Secretary, Patrick Mullett, options to purchase 125,000 shares of the Common Stock, which have an exercise price of $.01 per share and vest at a rate of 20% annually for 5 years, beginning on April 1, 2023.

Our directors are not eligible to participate in our employee benefits plans. Directors are eligible for reimbursement for pre-approved reasonable expenses documented and incurred in connection with the performance of their duties.

In addition to the director and executive officer compensation arrangements discussed above in the section entitled “Executive Compensation,” this section describes transactions, or series of related transactions, since January 1, 2020, to which we were a party or will be a party, in which:

In April 2022, we acquired our two wholly-owned subsidiaries from Ham and Cheese Events (“HAM”), a Texas limited liability company formed on March 9, 2012, controlled by our founders, Scott and Hope Stawski, as follows:

On April 19, 2022, STDC Holdings signed an agreement to sublease the Magens Hideaway property from HAM. HAM leases the property from our founders, Scott and Hope Stawski, the owners of the property.

The Company makes advances to related parties from time to time which are unsecured and do not bear interest. The balance of advances to related parties was $0 and $0 as of December 31, 2021 and 2022, respectively.

The Company receives working capital advances from related parties from time to time which are unsecured and do not bear interest. The balance of advances from related parties was $0 and $0 as of December 31, 2021 and 2022, respectively.

The Company formerly leased the Tall Ship Windy on a month-to-month basis from January 2020 to December of 2021. Monthly rent was $13,750 and related party boat rent expense was $165,000 and $ 205,649 for the years ended December 31, 2021 and 2022, respectively, and is included in cost of goods sold in the accompanying statements of operations.

Our bylaws provide that we will indemnify our directors and executive officers to the fullest extent permitted by law. In addition, in connection with the effectiveness of the registration statement of which this prospectus forms a part, we expect to enter into indemnification agreements with all of our directors and executive officers.

Our board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interest (or the perception thereof). Our board of directors has adopted a written policy on transactions with related persons that is in conformity with the requirements for companies having common stock that is listed on Nasdaq. This policy covers any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships, that meets the disclosure requirements set forth in Item 404 under the Securities Act, in which we were or are to be a participant and in which a “related person,” as defined in Item 404, had, has, or will have a direct or indirect material interest. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including but not limited to whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.

The following table sets forth certain information regarding our Common Stock beneficially owned as of the date of this prospectus, for (i) each stockholder known to be the beneficial owner of five percent (5%) or more of our outstanding shares of Common Stock, (ii) each named executive officer and director, and (iii) all executive officers and directors. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises control or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within sixty (60) days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised only by the beneficial owner or shared by the owner and the owner’s spouse or children.

For purposes of this table, a person or LLC of persons is deemed to have “beneficial ownership” of any shares of Common Stock that such person has the right to acquire within sixty (60) days of the date of this prospectus. For purposes of computing, the percentage of outstanding shares of our Common Stock held by each person or LLC of persons named above, any shares that such person or persons have the right to acquire within sixty (60) days of the Closing Date is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

The business address of each person below is c/o the Company at 4608 Tutu Park Mall, Suite 202, St Thomas, United States Virgin Islands, 00802, United States, unless otherwise indicated below.

The following is a summary of the material provisions of our certificate of incorporation and Bylaws, which have been filed as exhibits to the registration statement of which this prospectus is a part. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this section titled “DESCRIPTION OF SECURITIES,” you should refer to our certificate of incorporation and bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of U.S. Virgin Islands law (USVI).

We are authorized to issue 15,000,000 authorized shares of Common Shares (“Common Shares”) with a par value of $0.01 per share and 0 shares of Preferred Stock. As of the date of this registration statement, there are 9,971,709 Common Shares issued and outstanding.

Following the effectiveness of the registration statement of which this prospectus forms a part, we will have one class of stock outstanding, Common Stock.

Each share of our Common Stock entitles the holder to one (1) vote, either in person or by proxy, at meetings of stockholders. The stockholders are not permitted to vote their shares cumulatively. A majority of the outstanding shares of the corporation entitled to vote, represented in a person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares entitled to vote is represented at a meeting, a majority of the shares so represented may adjourn the meeting at any time without further notice. Holders of more than fifty percent (50%) of the total voting rights on matters presented to the holders of our Common Stock can elect all of our directors, and, in such event, the holders of the remaining minority shares will not be able to elect any such directors. The vote of the holders of a majority of the holders entitled to vote on matters submitted to the holders of our Common Stock is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.

Any action required to be taken at any annual or special meeting of our stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

To date, we have paid no cash dividends on our Common Stock. Any future payment of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. We have no present plans for future cash or stock dividends. We intend to retain future earnings, if any, to provide funds for the operation of our business.

In the event of our liquidation, dissolution or winding up, holders of Common Stock are entitled to share ratably in all of our assets remaining after payment of liabilities and subject to the rights of the holders of the preferred stock, if any.

Holders of Common Stock have no preferential, preemptive, conversion or exchange rights. There are no redemption or sinking fund provisions applicable to the Common Stock.

All of our outstanding shares of Common Stock are fully paid and non-assessable.

Our bylaws contain provisions that may delay, defer, or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, may discourage coercive takeover practices or 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, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor. Such provisions could make an acquisition of our company more difficult and limit attempts by our stockholders to replace or remove our current management. See “RISK FACTORS—Risks Related to this Offering, the Securities Markets and Our Common Stock”.

Section 2.5 of our bylaws provides that special meetings of our stockholders may be called only by the Chairman or the Board of Directors, or the President or Secretary at the request in writing of the holders of not less than fifty percent (50%) of all the shares issued, outstanding and entitled to vote, thus prohibiting a minority stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders to take any action, including the removal of directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our bylaws specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempt to obtain control of our company.

Section 3.3 of our bylaws provides that our directors are elected by plurality vote at the annual meeting of the stockholders. Each Company Officer will hold the position of Director until the earlier of his/her successor to is elected and qualified, his/her resignation, or his/her removal from office by the stockholders or his/her death. All non-Officer Directors will have a term of two years. Our directors do not need to be stockholders or a resident of the Territory of the United States Virgin Islands.

Directors are eligible for re-election to the Board of Directors for a second, third, fourth and fifth term but, after five consecutive terms, must retire. This provision does not apply to Directors who also serve as Officers of the Corporation. Following one year’s retirement, a Director, ineligible by virtue of this Article, shall again be eligible for reelection.

Directors may be removed by the stockholders with 50% of the votes entitled to vote on matters submitted to the stockholders.

Any vacancy occurring in the Board of Directors by death, resignation, removal or otherwise may be filled by an affirmative vote of at least a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy will be elected for the unexpired term of his/her predecessor in office. A directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office only until the next election of one or more Directors by the stockholders.

The authorized but unissued shares of our Common Stock are available for future issuance without stockholder approval, subject to any limitations imposed by Nasdaq rules. These additional shares may be used for a variety of corporate finance transactions, acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger, or otherwise.

The transfer agent and registrar for our Common Stock will be Colonial Stock Transfer. The transfer agent and registrar’s address is 7840 S 700 E, Sandy, UT 84070, and its telephone number is (801) 355-5740.

Upon the closing of this Offering, we have agreed to sell to the representative of the underwriters of this Offering, or its permitted designees, for nominal consideration, warrants to purchase 8% of the shares of Common Stock sold in this Offering as additional consideration to the underwriters in this Offering. The Underwriters’ Warrants will have an exercise price equal to 100% of the public offering price in this Offering and shall be exercisable commencing six (6) months after the effective date of the registration statement related to this Offering, and will expire five years after the commencement of sales of this Offering. The Underwriters’ Warrants will contain customary anti-dilution, “cashless” exercise and registration rights provisions. For additional information regarding our arrangement with the underwriters, please see “UNDERWRITING.”

Prior to the listing of our Common Stock on the Nasdaq Capital Market, there has been no public market for our Common Stock, and we cannot predict the effect, if any, that sales of shares of our Common Stock or the availability of shares of our Common Stock for sale will have on the market price of our Common Stock prevailing from time to time. Future sales of our Common Stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. Sales of substantial amounts of our Common Stock in the public market following our listing on the Nasdaq Capital Market or the perception that such sales could occur, could adversely affect the public price of our Common Stock and may make it more difficult for you to sell your Common Stock at a time and price that you deem appropriate. We will have no input if and when any Registered Stockholder may or may not elect to sell its shares of Common Stock or the prices at which any such sales may occur. Future sales of our Common Stock in the public market, or the availability of such shares for sale in the public market, could adversely affect the trading prices of shares of our Common Stock prevailing from time to time.

Upon the effectiveness of the registration statement of which this prospectus forms a part, based on the number of shares of our capital stock outstanding as of the date of this registration statement, we will have a total of [●] shares of Common Stock outstanding.

Shares of our Common Stock will be deemed “restricted securities” (as defined in Rule 144 under the Securities Act). 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 or Rule 701 under the Securities Act, which rules are summarized below. Following the listing of our Common Stock on the Nasdaq Capital Market, shares of our Common Stock may be sold either by the Selling Stockholders pursuant to this prospectus or by our other existing stockholders in accordance with Rule 144 of the Securities Act.

As further described below, until we have been a reporting company for at least 90 days, only non-affiliates who have beneficially owned their shares of Common Stock for a period of at least one year will be able to sell their shares of Common Stock under Rule 144.

In general, under Rule 144, as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell, within any three-month period, a number of shares of Common Stock that does not exceed the greater of:

Sales under Rule 144 by our affiliates or persons selling shares of our Common Stock on behalf of our affiliates are also subject to certain manner-of-sale provisions and notice requirements and to the availability of current public information about us.

In general, under Rule 701, any of our employees, directors, officers, consultants, or advisors who purchases shares of capital stock from us in connection with a compensatory stock option plan or other written agreement before the effective date of the registration statement of which this prospectus forms a part is entitled to sell such shares 90 days after such effective date in reliance on Rule 144.

The SEC has indicated that Rule 701 will apply to typical stock options granted by a company before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after a company becomes subject to the reporting requirements of the Exchange Act.

The following is a general discussion of the material U.S. federal income tax considerations with respect to the ownership and disposition of our securities applicable to non-U.S. holders who acquire our securities in this Offering. This discussion is based on current provisions of the Internal Revenue Code, U.S. Treasury regulations promulgated thereunder and administrative rulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactive effect. For purposes of this discussion, the term “non-U.S. holder” means a beneficial owner of our securities that is not, for U.S. federal income tax purposes, a partnership or any of the following:

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of our securities, the tax treatment of a person treated as a partner generally will depend on the status of the partner and the activities of the partnership. Persons that, for U.S. federal income tax purposes, are treated as a partner in a partnership holding shares of our securities should consult their tax advisors.

This discussion assumes that a non-U.S. holder holds shares of our 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 aspects of U.S. federal income taxation that may be important to a non-U.S. holder in light of that holder’s particular circumstances or that may be applicable to holders subject to special treatment under U.S. federal income tax law (including, for example, financial institutions, brokers or dealers in securities, “controlled foreign corporations,” “passive foreign investment companies,” traders in securities that elect mark-to-market treatment, insurance companies, tax-exempt entities, holders who acquired our securities pursuant to the exercise of employee stock options or otherwise as compensation, entities or arrangements treated as partnerships for U.S. federal income tax purposes, holders liable for the alternative minimum tax, certain former citizens or former long-term residents of the United States and holders who hold our securities as part of a hedge, straddle, constructive sale or conversion transaction). In addition, this discussion does not address U.S. federal tax laws other than those pertaining to the U.S. federal income tax, nor does it address any aspects of the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, any U.S. federal estate and gift taxes, or any U.S. state, local or non-U.S. taxes. Accordingly, prospective investors should consult with their own tax advisors regarding the U.S. federal, state, local, non-U.S. income and other tax considerations of acquiring, holding, and disposing of shares of our securities.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR SECURITIES. WE RECOMMEND THAT PROSPECTIVE HOLDERS OF OUR SECURITIES CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS) OF THE OWNERSHIP AND DISPOSITION OF OUR SECURITIES.

In general, any distributions we make to a non-U.S. holder with respect to its shares of our Common Stock that constitute dividends for U.S. federal income tax purposes will be subject to U.S. withholding tax at a rate of 30% of the gross amount (or a reduced rate prescribed by an applicable income tax treaty) unless the dividends are effectively connected with a trade or business carried on by the non-U.S. holder within the United States (and, if an income tax treaty applies, are attributable to a permanent establishment of the non-U.S. holder within the United States). A distribution will constitute a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Any distribution not constituting a dividend will be treated as first reducing the adjusted basis in the non-U.S. holder’s shares of our Common Stock and, to the extent it exceeds the adjusted basis in the non-U.S. holder’s shares of our Common Stock, as gain from the sale or exchange of such shares. Any such gain will be subject to the treatment described below under “Gain on Sale or Other Disposition of our Securities.”

Subject to the discussion below regarding “Foreign Account Tax Compliance,” dividends effectively connected with a U.S. trade or business (and, if an income tax treaty applies, attributable to a U.S. permanent establishment) of a non-U.S. holder generally will not be subject to U.S. withholding tax if the non-U.S. holder complies with applicable certification and disclosure requirements. Instead, such dividends generally will be subject to U.S. federal income tax on a net income basis, in the same manner as if the non-U.S. holder were a resident of the United States. A non-U.S. holder that is a corporation may be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its “effectively connected earnings and profits,” subject to certain adjustments.

In general, a non-U.S. holder will not be subject to U.S. federal income or, subject to the discussion below under the headings “Information Reporting and Backup Withholding” and “Foreign Account Tax Compliance,” withholding tax on any gain realized upon the sale or other disposition of our securities unless:

Gain that is effectively connected with the conduct of a trade or business in the United States generally will be subject to U.S. federal income tax, net of certain deductions, at regular U.S. federal income tax rates. If the non-U.S. holder is a foreign corporation, the branch profits tax described above also may apply to such effectively connected gain. An individual non-U.S. holder who is subject to U.S. federal income tax because the non-U.S. holder was present in the United States for 183 days or more during the year of sale or other disposition of our securities will generally be subject to a flat 30% tax on the gain derived from such sale or other disposition, which may be offset by U.S. source capital losses, provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to, and the tax withheld with respect to, each non-U.S. holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of this information also may be made available under the provisions of a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.

U.S. backup withholding tax (currently, at a rate of 28%) is imposed on certain payments to persons that fail to furnish the information required under the U.S. information reporting rules. Dividends paid to a non-U.S. holder generally will be exempt from backup withholding if the non-U.S. holder provides a properly executed IRS Form W-8BEN or W-8BEN-E or otherwise establishes an exemption.

Under U.S. Treasury regulations, the payment of proceeds from the disposition of our securities by a non-U.S. holder effected at a U.S. office of a broker generally will be subject to information reporting and backup withholding, unless the beneficial owner, under penalties of perjury, certifies, among other things, its status as a non-U.S. holder or otherwise establishes an exemption. The payment of proceeds from the disposition of our securities by a non-U.S. holder effected at a non-U.S. office of a broker generally will not be subject to backup withholding and information reporting, except in the case of proceeds from a disposition of our securities by a non-U.S. holder effected at a non-U.S. office of a broker that is:

Information reporting will apply unless the broker has documentary evidence in its files that the owner is a non-U.S. holder and certain other conditions are satisfied, or the beneficial owner otherwise establishes an exemption (and the broker has no knowledge or reason to know to the contrary). Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that the owner is a U.S. person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder generally can be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that the required information is furnished to the Internal Revenue Service in a timely manner. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

Under Sections 1471 through 1474 of the Code and the Treasury regulations and administrative guidance promulgated thereunder (collectively, “FATCA”), a U.S. federal withholding tax of 30% generally is imposed on any dividends paid on our Common Stock and a U.S. federal withholding tax of 30% generally will be imposed on gross proceeds from the disposition of our securities (beginning January 1, 2019) paid to (i) a “foreign financial institution” (as specifically defined under FATCA) unless such institution enters into an agreement with the U.S. tax authorities to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) and (ii) certain other foreign entities unless such entity provides the withholding agent with a certification identifying its direct and indirect “substantial U.S. owners” (as defined under FATCA) or, alternatively, provides a certification that no such owners exist and, in either case, complies with certain other requirements. The withholding tax described above will not apply if the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from the rules and properly certifies its exempt status to a withholding agent or is deemed to be in compliance with FATCA. Application of FATCA tax does not depend on whether the payment otherwise would be exempt from U.S. federal withholding tax under the other exemptions described above. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Prospective non-U.S. holders should consult with their tax advisors regarding the possible implications of FATCA on their investment in our securities.

We are offering our Common Stock as described in this prospectus through the underwriters named below. Maxim Group LLC (or Maxim) is acting as the sole representative of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, each of the underwriters has severally, not jointly, agreed to purchase, and we have agreed to sell to the underwriters at the public offering price less the underwriting discounts set forth on the cover page of this prospectus, the number of Common Stock listed next to its name in the following table.

A copy of the underwriting agreement will be filed as an exhibit to the registration statement of which this prospectus is part. The underwriting agreement provides that the obligation of the underwriters to purchase all of the Common Stock being offered to the public is subject to specific conditions, including the absence of any material adverse change in our business or in the financial markets and the receipt of certain legal opinions, certificates and letters from us, our counsel and the independent auditors. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated. However, the underwriters are not required to take or pay for the shares of Common Stock covered by the underwriters’ option to purchase additional shares as described below.

We have been advised by Maxim that the underwriters intend to make a market in our shares of Common Stock but that they are not obligated to do so and may discontinue making a market at any time without notice.

In connection with this Offering, certain of the underwriters or securities dealers may distribute prospectuses electronically.

We have granted to the Maxim as representative of the underwriters an option, exercisable one or more times in whole or in part, not later than 45 days after the date of this prospectus, to purchase from us up to additional shares of Common Stock (15% of the number of shares of Common Stock sold in this offering) at the public offering price for each share of Common Stock, less the underwriting discounts and commissions, set forth on the cover of this prospectus to cover over-allotments, if any. We will be obligated, pursuant to the option, to sell these additional shares of Common Stock to the underwriters to the extent the option is exercised. If any additional shares of Common Stock are purchased, the underwriters will offer the additional shares of Common Stock on the same terms as those on which the other shares of Common Stock are being offered hereunder.

Common Stock sold by the underwriters to the public will initially be offered at the initial offering price set forth on the cover of this prospectus. Any Common Stock sold by the underwriters to securities dealers may be sold at a discount of up to [●] per share of Common Stock from the initial public offering price. The underwriters may offer the Common Stock through one or more of their affiliates or selling agents. If all the Common Stock is not sold at the initial public offering price, Maxim may change the offering price and the other selling terms. Upon execution of the underwriting agreement and subject to the terms of the underwriting agreement, the underwriters will be obligated to purchase the Common Stock at the prices and upon the terms stated therein.

The underwriting discount is equal to the public offering price per Common Stock, less the amount paid by the underwriters to us per Common Stock. The underwriting discount was determined through an arms’ length negotiation between us and the underwriters. We have agreed to sell the Common Stock to the underwriters at the offering price of $[●] per share of Common Stock, which represents the public offering price of our Common Stock set forth on the cover page of this prospectus less an 8% underwriting discount.

The following table shows the per share and total underwriting discount we will pay to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase up to [●] additional shares of Common Stock.

We have agreed to pay Maxim’s out-of-pocket accountable expenses, including Maxim’s legal fees, up to a minimum amount of $150,000. We have paid $25,000 to Maxim as an advance to be applied towards reasonable out-of-pocket expenses (which we refer to as the Advance). Any portion of the Advance shall be returned back to us to the extent not actually incurred, in accordance with Rule 5110(g)(4)(A) of FINRA.

We estimate that the total expenses of the Offering payable by us, not including the underwriting discount, will be approximately $[●].

We have also agreed to issue to Maxim (or its permitted assignees) the warrants to purchase a number of our shares of Common Stock equal to an aggregate of 8% of the total number of the Common Stock sold in this Offering (or Underwriters’ Warrants). The Underwriters’ Warrants will have an exercise price equal to 100% of the offering price of the Common Stock sold in this Offering and may be exercised on a cashless basis. The Underwriters’ Warrants are exercisable, commencing six (6) months after the effective date of the registration statement related to this Offering, and will expire five years after the commencement of sales of this Offering. The Underwriters’ Warrants are not redeemable by us. We have agreed to cover the expenses of one demand registration of the shares of Common Stock underlying the Underwriters’ Warrants for a period of five years from the commencement of sales of this Offering and one additional demand registration at the warrant holders’ expense. The Underwriters’ Warrants also provide for unlimited “piggyback” registration rights at our expense with respect to the underlying shares of Common Stock during the five-year period from the commencement of sales of this Offering. The Underwriters’ Warrants and the shares of Common Stock underlying the Underwriters’ Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The underwriters (or permitted assignees under the Rule) may not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants or the securities underlying the Underwriters’ Warrants, nor will they engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriters’ Warrants or the underlying securities for a period of 180 days from the commencement of sales of this Offering, except to any FINRA member participating in the Offering, their officers or partners, registered persons or affiliates. The Underwriters’ Warrants will provide for customary anti-dilution protection and adjustment in the number and price of such Underwriters’ Warrants (and the shares of Common Stock underlying such Underwriters’ Warrants) to prevent dilution in the event of a forward or reverse stock split, stock dividend or similar recapitalization.

We have agreed to grant Maxim, for the twenty-four (24) month period following the commencement of sales of this Offering, a right of first refusal to act as sole managing underwriter, sole bookrunner, sole placement agent, or sole sales agent for any and all future public or private equity, equity-linked, or debt offerings (excluding commercial bank debt) during such twenty-four (24) month period by us, or any successor to or any subsidiary of our company subject to such procedures as agreed upon in the underwriting agreement. The Company further grants Maxim, upon the closing of this Offering, the right of first refusal to act as lead advisor with respect to transactions between the Company and third parties, including, without limitation, any merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction during such twenty-four (24) month period.

Pursuant to the underwriting agreement, subject to certain exceptions, until the closing date of the Offering, neither we nor any of our subsidiaries shall solicit, negotiate with, or enter into any agreement with any other source of financing (whether equity, debt or otherwise), any underwriter, any potential underwriter, placement agent, financial advisor, or any other person in connection with an offering of the Company’s securities or any other financing by the Company, and we are prohibited from effecting or entering into an agreement to effect any issuance by the Company without the express written consent of Maxim.

We and our directors, officers and holders of one percent (1%) or more of our outstanding shares of Common Stock as of the effective date of the registration statement related to this Offering (and all holders of securities exercisable for or convertible into shares of Common Stock) shall enter into customary “lock-up” agreements in favor of Maxim pursuant to which such persons and entities shall agree, for a period of six months after the effective date of the registration statement related to this Offering, that they shall neither offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities without Maxim’s prior written consent, including the issuance of shares of Common Stock upon the exercise of currently outstanding options.

Maxim has advised us that the underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

We have agreed to indemnify the several underwriters against certain liabilities, including certain liabilities under the Securities Act. If we are unable to provide this indemnification, we have agreed to contribute to payments the underwriters may be required to make in respect of those liabilities.

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Except for the services provided in connection with this offering and other than as described below, the underwriters have not provided any investment banking or other financial services during the 180-day period preceding the date of this prospectus.

Prior to this Offering, there has not been a public market for our securities in the U.S. and the public offering price for our securities will be determined through negotiations between us and the underwriters. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the underwriters believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant.

We offer no assurances that the initial public offering price will correspond to the price at which our securities will trade in the public market subsequent to this Offering or that an active trading market for our securities will develop and continue after this Offering.

We have applied to list our Common Stock on the Nasdaq Capital Market, or Nasdaq, under the symbol “AMDI” and , respectively. No assurance can be given that our listing application will be approved by Nasdaq.

In connection with this Offering, the underwriters may engage in activities that stabilize, maintain or otherwise affect the price of our securities during and after this Offering, including:

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our securities while this Offering is in progress. Stabilization transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. These transactions may also include making short sales of our shares of Common Stock, which involve the sale by the underwriters of a greater number of securities than they are required to purchase in this Offering and purchasing securities on the open market to cover short positions created by short sales. Short sales may be “covered short sales,” which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked short sales,” which are short positions in excess of that amount.

The underwriters may close out any covered short position by either exercising their option, in whole or in part or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of securities available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

Naked short sales are short sales made in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of Common Stock in the open market that could adversely affect investors who purchased in this Offering.

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because Maxim has repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

These stabilizing transactions, short sales, purchases to cover positions created by short sales, the imposition of penalty bids and syndicate covering transactions may have the effect of raising or maintaining the market price of our securities or preventing or retarding a decline in the market price of our securities. As a result of these activities, the price of our securities may be higher than the price that otherwise might exist in the open market. The underwriters may carry out these transactions on the Nasdaq Capital Market, in the over-the-counter market or otherwise. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of the shares. Neither we nor any of the underwriters make any representation that the underwriters will engage in these stabilization transactions or that any transaction, once commenced, will not be discontinued without notice.

Prior to this Offering, there was no public market for our shares of Common Stock. The initial public offering price will be determined by negotiation among us and Maxim. The principal factors to be considered in determining the initial public offering price include:

The estimated public offering price range set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors. Neither we nor the underwriters can assure investors that an active trading market will develop for our shares of Common Stock or that the shares of Common Stock will trade in the public market at or above the initial public offering price.

The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and their affiliates may, from time to time in the future, engage with us and perform services for us or in the ordinary course of their business, for which they will receive customary fees and expenses. In the ordinary course of their various business activities, the underwriters and their respective 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 us. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of these securities or instruments and may at any time hold or recommend to clients that they acquire long and/or short positions in these securities and instruments.

A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters participating in this Offering or by their affiliates. In those cases, prospective investors may view the Offering terms online, and, depending upon the particular underwriter, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied upon by investors.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Canada. The securities may be sold in Canada 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 securities 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 supplement (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 underwriters’ conflicts of interest in connection with this Offering.

European Economic Area. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), an offer to the public of any securities may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any securities may be made at any time under the following exemptions under the Prospectus Directive if they have been implemented in that Relevant Member State:

For the purposes of this provision, the expression an “offer to the public” in relation to any 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 any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Switzerland. The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the SIX) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the securities or the Offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the Offering, or the securities have been or will be filed with or approved by any Swiss regulatory authority. This document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). Accordingly, no public distribution, offering or advertising, as defined in CISA, its implementing ordinances and notices, and no distribution to any non-qualified investor, as defined in CISA, its implementing ordinances and notices, shall be undertaken in or from Switzerland, and the investor protection afforded to acquirers of interests in collective investment schemes under CISA does not extend to acquirers of securities.

Australia. No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (ASIC) in relation to the Offering.

This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the Corporations Act) and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the securities may only be made to persons (the Exempt Investors) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.

The securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of twelve months after the date of allotment under the Offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in the Cayman Islands. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

Hamilton & Associates Law Group P.A. and Nelson Mullins Riley & Scarborough LLP are our legal advisors. Certain legal matters relating to the Offering will be passed upon for the underwriters by Harter Secrest and Emery LLP.

The financial statements for the years ended December 31, 2022, and December 31, 2021, included in this prospectus have been audited by Assurance Dimensions, an independent registered public accounting firm, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

No expert named in the registration statement of which this prospectus forms a part as having prepared or certified any part thereof (or is named as having prepared or certified a report or valuation for use in connection with such registration statement) or counsel named in this prospectus as having given an opinion upon the validity of the securities being offered pursuant to this prospectus or upon other legal matters in connection with the registration or offering such securities was employed for such purpose on a contingency basis. Also, at the time of such preparation, certification, or opinion or at any time thereafter, through the date of effectiveness of such registration statement or that part of such registration statement to which such preparation, certification or opinion relates, no such person had or is to receive, in connection with the Offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

We have filed with the SEC a registration statement on Form S-1, which includes amendments and exhibits, under the Securities Act and the rules and regulations under the Securities Act. This prospectus, which constitutes a part of the registration statement, does not contain all the information that is in the registration statement and its exhibits and schedules. Certain portions of the registration statement may be omitted as allowed by the rules and regulations of the SEC. Statements in this prospectus that summarize documents are not necessarily complete, and in each case you should refer to the copy of the document filed as an exhibit to the registration statement.

You may read and copy all or any portion of the registration statement at the SEC’s website at www.sec.gov. The information contained on, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus. We have included our website in this prospectus solely as an inactive textual reference, and you should not consider the contents of our website in making an investment decision with respect to our Common Stock. The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically with the SEC.

Upon completion of this Offering, we will become subject to information and periodic reporting requirements of the Exchange Act and we will file annual, quarterly and current reports, proxy statements, and other information with the SEC.

To the Board of Directors and Stockholders of Amphitrite Digital Incorporated

We have audited the accompanying consolidated balance sheets of Amphitrite Digital Incorporated (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two year period ended December 31, 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 consolidated 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 such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company had net (losses) and income of ($3,010,701) and $72,624, respectively; stockholders’ deficit and net invested deficit of $1,318,422 and $183,056, respectively; and had negative working capital of $1,616,875 and $152,278 as of and for the years ending December 31, 2022 and 2021, respectively. Management’s evaluation of the events and conditions and management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

AMPHITRITE DIGITAL INCORPORATED
Consolidated Statements of Changes in Stockholders’ Deficit
For the Years Ended December 31, 2022 and 2021

AMPHITRITE DIGITAL INCORPORATED
Notes to Consolidated Financial Statements
December 31, 2022 and 2021

AMDI Digital Incorporated (AMDI) operates as an in-destination tour activity operator providing primarily boat tours and private boat charters and uses advanced digital technology platforms to market, manage and operate in-destination tours, activities and events in the U.S. and the Caribbean. AMDI owns and operates more than a dozen tour and charter boats with its main operations located in the United States Virgin Islands.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include Amphitrite Digital Incorporated, Windy of Chicago Ltd. (WOC) and STDC Holdings. The predecessor company operates under the d/b/a of Seas the Day Charters USVI which was registered on April 6, 2019. STDC Holdings was part of Ham and Cheese, LLC, a Texas limited liability company (“Seller”). As of April 2022, both Windy of Chicago Ltd. and STDC Holdings are wholly owned subsidiaries of AMDI.

On April 1, 2022 both AMDI and STDC Holdings were registered in the United States Virgin Islands. Also, on April 1, 2022 AMDI Digital Incorporated purchased 100% of the stock of Windy of Chicago. According to US GAAP ASC 810-10, AMDI’s Financial Statements are presented in a consolidated statement with both those of Windy of Chicago Ltd. and STDC Holdings.

These consolidated financial statements have been prepared assuming AMDI will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. AMDI has negative working capital of $1,616,875 and a total stockholder’s’ deficit of $1,318,422 as of December 31, 2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this report.

Historically, AMDI has relied upon cash flows from operations for its capital and growth needs. Management believes that existing cash balances, revenues from newly acquired guests and availability to additional financing will be adequate to fund operations at existing levels beyond one year from the date the financial statements were available to be issued. However, no assurance can be provided that existing funds will be adequate to fund operations. If existing funds are not adequate, management will be required to raise additional capital through the issuance of debt or equity.

These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might result from this uncertainty.

A summary of the significant accounting policies followed by AMDI in the preparation of the consolidated financial statements is as follows:

Cash and cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less. AMDI considers investments in money market funds to be cash equivalents. As of December 31, 2022 and 2021, AMDI held no cash equivalents. The company’s cash and cash equivalent balances do not exceed Federal Deposit Insurance Corporation (“FDIC”) of $250,000. AMDI maintains its cash with financial institutions in bank deposit accounts which, at times, exceed federally insured limits. At December 31, 2022, AMDI did not have any deposits in excess of federal insured limits. AMDI maintains its cash with high quality financial institutions, which AMDI believes limits these risks.

AMDI accounts for leases under ASC Topic 842 Leases. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheets. AMDI leases an office, a workshop and boat slips for vessels to conduct business. AMDI has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.

Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, AMDI uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations.

Deposits include amounts for security deposits for the Navy Pier lease, office space lease and prepaid deposit for the Illinois state liquor license.

Property and equipment are stated at cost, and depreciation is provided by use of the straight-line methods over the estimated useful lives of the various classes of depreciable assets. When assets are sold or retired, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recognized. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

AMDI recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments.

The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which AMDI expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under previous U.S. GAAP including 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.

AMDI’s revenues consist of completed group boat tours and private charters, food and beverage sales during the tours and charters, and merchandise sales. Revenue is recognized at the time of completing the performance obligation, in this case, the completion of the tour or charter activity or the passing of the non-refundable booking date. Food, beverage and merchandise sales are recorded at the completion of the sales transaction when the food, beverage or merchandise is delivered to the customer. Accordingly, AMDI’s revenues are recognized at a point in time. Revenues are recorded net of refunds and discounts.

Boat tour and charter bookings occur via our multiple websites at www.seasthedayusvi.com, www.AMDIdigital.com, www.tallshipwindy.com, direct phone sales, or third-party online travel agency (“OTA”). Customers pay for their group tour or private charter in full at the time of booking. Advance payments from customers are reflected as contract liabilities which are recognized as revenue upon completion of the tour or charter.

The following table provides information about accounts receivable and contract liabilities from contracts with customers:

As of December 31, 2021, the contract liabilities of $232,071 related to cash received in advance from customers. All performance obligations under these contracts were completed during the year ended December 31, 2021; therefore, the contact liabilities outstanding as of December 31, 2021 were recognized as revenues during the year ended December 31, 2022.

As of December 31, 2022, the contract liabilities of $210,244 related to cash received in advance from customers for tours and charters to be provided during 2023, at which time, the contract liabilities will be recognized as revenues.

Revenue by Classification and Geographical Location for the year ended December 31, 2022

Revenue by Classification and Geographical Location for the year ended December 31, 2021

Cost of revenues include labor, depreciation and direct operating expenses which also includes annual operating lease fees and food and beverage expenses incurred on completion of the tour or charter.

AMDI expenses advertising costs as incurred. Advertising expense totaled $439,218 and $133,866, respectively, during the years ended December 31, 2022 and 2021 and are included in general and administrative expenses in the accompanying consolidated statements of operations.

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates include the recoverable value of long-lived assets. Actual results could differ from those estimates.

AMDI will file a separate tax return for the December 31, 2022 reporting period. AMDI applies the provisions of ASC Topic 740, Income Taxes with respect to the accounting for uncertainty of income tax positions. ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. If AMDI were to subsequently record an unrecognized tax benefit, associated penalties and tax related interest expense would be recorded as a component of income tax expense.

In 2021, STDC Holdings did not file a separate tax return but rather it was included in the income tax returns filed by Seller. For purposes of the historical carve-out financial statements, the tax position of STDC Holdings was determined from the financial information carved out of the financial statements of Seller, including allocations deemed necessary by Seller’s management as though STDC Holdings was filing its own tax return. Seller elected to be treated as a sole proprietorship for federal and state income tax purposes. Accordingly, all taxable income or loss was allocated to its members. Therefore, the financial statements for the year ended December 31, 2021 did not include any provision for income taxes.

AMDI’s property and equipment consists of the following as of December 31, 2022 and 2021:

Depreciation expense totaled $587,922 and $230,448 for the years ended December 31, 2022 and 2021, respectively.

Future maturities of AMDI’s total notes payable related party less current portion are as follows:

In April of 2022, AMDI entered into an operating lease agreement with Ham & Cheese Events LLC for the property of Magen’s Hideaway, a bed and breakfast located at 7-7B Peterborg, St. Thomas, USVI, for the term of 5 years, ending in April 2027. A deposit of $11,000 and monthly rent payments are $11,000. AMDI is entitled to the revenue generated from the rental of Magen’s Hideaway.

The following table summarizes the supplemental cash flow information for the years ended December 31, 2022 and 2021:

Rent expense for the years ended December 31, 2022 and 2021 was $693,962 and $253,943, respectively.

From time to time, claims are made against AMDI in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties, or injunctions prohibiting AMDI from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on AMDI results of operations for that period or future periods. AMDI is not presently a party to any pending or threatened legal proceedings.

In 2022, a personal injury claim was brought by a guest which resulted in a legal settlement and payment of $250,000 from the Company. Of this amount, $125,000 was paid directly by the Company, with the other half of $125,000 being paid by the Founders. This amount has been recorded in the accompanying consolidated balance sheets as a related party payable. It has been listed in the consolidated statements of operations as a legal settlement expense. The Company has filed the claim with its insurance carrier and is waiting for a determination of payment for the claim.

Two of the Officers and Directors of AMDI are parties to one civil legal proceeding unrelated to AMDI or their roles as Officers and Directors. That civil legal proceeding, if determined adversely to affect the Officer and Directors, would not have a material effect on the business, results of operations, financial condition, or cash flow.

On January 12, 2022, STDC Holdings acquired 100% of the common stock of Windy of Chicago Ltd., an Illinois limited liability company, for cash consideration of $100,000 for the rights to the docking lease at Navy Pier in Chicago and lease of Tall Ship Windy. This acquisition was treated as an asset purchase under ASC 805-10-55-5A.

Related Party Vessel Purchase and Sale Agreement between WOC and Tall Ship Adventures of Chicago, Inc.

In April 2022, WOC entered into a vessel purchase and sale agreement with Tall Ship Adventures of Chicago, Inc., in the amount of $1,850,000 for the purchase of a 148’ schooner known as “Tall Ship Windy”. The vessel purchase and sale agreement required payment of a deposit of $143,500.

WOC issued a related party note payable to Tall Ship Adventures, Inc., an Illinois corporation, in the amount of $1,200,000 requiring monthly payments of $10,126 of principal and interest at 6% per annum. The note is secured by a mortgage on Tall Ship WINDY and matures April 2037. See Note 5.

Between April 1, 2022 and April 19, 2022, a reorganization between the following entities under common control was completed:

AMDI, as parent company, issued a total of 6,400,000 shares of common stock to the owners of Ham and Cheese Events, LLC (3,200,000 to each person) in exchange for their contribution of WOC and Seas the Day Charters USVI. The reorganization was a transaction between entities under common control as there was no change in the ownership structure but simply a change in the parent company of the operating entities from Ham and Cheese Events, LLC to AMDI and a change in the reporting entity. In accordance with subtopic ASC 805-50 Business Combination, since this common-control transaction results in a change in the reporting entity, the consolidated financial statements have been retrospectively adjusted to include the assets and liabilities received in the reorganization and business operations for all periods presented as if the reorganization had occurred at the beginning of the period included in the consolidated financial statements, or January 1, 2021. Further, the consideration transferred by AMDI to the owners of Ham and Cheese Events, LLC of 6,400,000 shares of common stock, with a par value of $0.01, has been presented retroactively with a corresponding adjustment to additional paid-in capital. Net liabilities of $249,556 and $689,218 as of January 1, 2022 and April 19, 2022, respectively, assumed by AMDI in the reorganization have been presented as a deemed dividend in the accompanying consolidated statements of stockholders’ deficit.

AMDI issued stock options totaling 250,000 shares of common stock to the third Founder. The stock options contain a $0.00 exercise price and vested immediately. The Company recorded $250,000 in stock compensation expense on the accompanying consolidated statements of operations for the year ended December 31, 2022. See Note 13.

AMDI issued stock options totaling 375,000 shares of common stock to each of the original two Founders. The stock options contain a $0.01 exercise price and vest over a service period of five years. The Company recorded $112,500 in stock compensation expense on the accompanying consolidated statements of operations for the year ended December 31, 2022. See Note 13.

AMDI issued stock options totaling 450,000 shares of common stock to the three outside Board Members (150,000 each). The stock options contain a $0.00 exercise price and vest over 12-months and 225,000 were exercised. The Company recorded $450,000 and $108,173, respectively as shares granted to Directors’ and as stock compensation expense on the accompanying consolidated statements of operations for the year ended December 31, 2022. Additional compensation expense of $108,173 will be recorded in 2024, with the remaining $8,654 to be expensed in 2025. See Note 13.

AMDI applies the provisions of ASC Topic 740, Income Taxes with respect to the accounting for uncertainty of income tax positions. ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s open tax year includes 2022.

Issuance of Common Stock to Founders In Exchange for Contribution of WOC and Seas the Day Charters USVI:

In 2021, accordance with Ham & Cheese LLC’s operating agreement dated March 9, 2012, it has one authorized class of membership units. The total issued and outstanding member units were held by two members who held 55% and 45% of total membership units respectively.

AMDI issued 3,200,000 shares and 3,200,000 shares to founders of Ham & Cheese LLC, respectively, in the conversion to a C-Corporation, in exchange for their contribution of WOC and Seas the Day Charters USVI. 6,400,000 shares of common stock, with a par value of $0.01, have been presented retroactively with a corresponding adjustment to additional paid-in capital.

An additional 475,000 Common Voting stock shares were issued. This included 225,000 shares granted to Directors at $1.00 per share, 250,000 shares granted to a third Incorporator at par, and 225,000 stock options were granted as part of a Stock Incentive Plan and subsequently vested and exercised at $0.00 per share.

An additional 744,034 common shares were issued at a price of $1.00 with 669,034 of those being from a Reg CF offering, and the remaining 10,000 common shares from a Red D offering. In the remainder of the year, an additional 75,000 shares were issued in continuation of the Reg CF offering at $1.00 per share.

Also in April 2022, 180,000 shares were issued for conversion of a portion of a note payable at $1.00 per share.

In 2022, an additional 351,175 shares were issued as stock options were vested and exercised at $0.00 per share. The total outstanding common shares at December 31, 2022 was 8,375,209. The total consideration received less offering costs totaled $722,567.

In 2022, the Company instituted an employee stock-based compensation plan which grants options at a stated exercise price. The vested stock options are valued at the fair market value of $1, which was the sales price in the Reg CF offering in August of 2022. The exercised options and the term portion of the unvested options are recorded as stock compensation expense. In 2022, there were 2,637,350 options granted, 576,175 exercised and 2,061,175 outstanding. The purpose of the plan is to create an incentive for employees to stay with the company. The plan also aligns the interests of the employees and shareholders, who both want to see the company grow and increase its share price.

The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation. For stock options with performance conditions, the Company records compensation expense when it is deemed probable that the performance condition will be met. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option-pricing model to determine the fair value of stock awards. The Company selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for stock options. The Black Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of share-based awards, including the option’s expected term and the price volatility of the underlying stock. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions:

Expected Volatility—The Company estimated volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected term.

Expected Term—The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has elected to use the midpoint of the stock options vesting term and contractual expiration period to compute the expected term, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

Risk-Free Interest Rate—The risk-free interest rate is based on the implied yield currently available on US Treasury zero-coupon issues with a term that is equal to the options’ expected term at the grant date.

Dividend Yield—The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.

From April 1, 2022 through December 31, 2022, AMDI issued stock grants totaling 2,862,350 shares of common stock containing an exercise price of $0.00 per share and vesting terms ranging from zero months (immediate vesting) to 60-months.

The fair value of each option grant on the date of grant is estimated using the Black-Scholes option-pricing model reflecting the following weighted-average assumptions:

During the year ended December 31, 2023, $1,006,503 will be expensed as stock compensation on the accompanying statement of operations. During the year ended December 31, 2024, the remaining $201,301 will be expensed as stock compensation on the accompanying statement of operations.

Expected volatility is based on volatility of the comparable industry common stock prices and the expected life of options is based on current data with respect to employee exercise periods.

The aggregate intrinsic value is calculated at $1.00 per stock option. The total value of unexercised stock options is $ 2,061,175.

The Company recorded stock-based compensation expense of $1,654,546 period ending December 31, 2022 in connection with awards made under the stock option plans under the fair value method.

The fair value of options vested during the period ending December 31, 2022 was $1.00.

The assets purchased in the acquisition include thirteen vessels, one vehicle, equipment and an office building with a fair market value of $2.28 million.

As noted above, in January 2023, the Company entered into a loan agreement in the amount of $800,000 at an interest rate of 42% with the amount of $1,136,000 due in full in August 2023. The business loan was used for the cash payment portion of the acquisition of Paradise Adventures LLC. The balance as of June 5, 2023 on this loan is $683,981.

Also as part of the funding for the Paradise Adventures acquisition, in January 2023, the Company entered into an additional loan agreement in the amount of $1,200,000 at an interest rate of 45% due in full in November 2023. The amount of $500,000 was used for payment of the acquisition of Paradise Adventures, LLC. The remaining funds of the business loan was used for general operating costs of the business. Of the $1,814,400 total amount due, the outstanding principal balance of the loan at June 5, 2023 is $1,247,036.

In January 2023, the Company converted 500,000 shares of stock for payment on the Tall Ship Windy long term note payable. The shares were issued to the owner of Tall Ship Windy. The amount of the conversion was valued at $1.00 per share, reducing the principal balance of the loan by $500,000. Simultaneously, agreements were signed to provide the shareholder the option to sell the converted shares back to the company at a price of $1.00 per share through September 2023.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until [●], all dealers that effect transactions in these securities whether or not participating in this Offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the sale of common stock being registered. All amounts are estimates except for the SEC registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee and Nasdaq listing fee.

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

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

We maintain insurance policies under which our directors and officers are insured up to $2.5 million, subject to the limitations of the policy, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits or proceedings to which they are parties by reason of being or having been directors or officers. The coverage provided by these policies may apply whether or not the registrant would have the power to indemnify such person against such liability under the provisions of applicable USVI laws.

The underwriting agreement between the registrant and the underwriters to be filed as Exhibit 1.1 to this registration statement provides for the indemnification by the underwriters of the registrant’s directors and officers and certain controlling persons against specified liabilities, including liabilities under the Securities Act with respect to information provided by the underwriters specifically for inclusion in the registration statement.

In the three years prior to the date of this prospectus, we offered and sold the Common Stock below. None of the issuances involved underwriters, underwriting discounts or commissions. We relied upon Section 4(a)(2) and Rule 506(b) of the Securities Act of 1933, as amended for the offer and sale of the securities. We believed these exemptions were available because:

On April 1, 2022, we issued 3,200,000 shares of our Common Stock to our Founder, Chairman and Chief Revenue Officer, Scott A. Stawski, for services as our Founder.

On April 1, 2022, we issued 3,200,000 shares of our Common Stock to our Founder, President and Director, Hope A. Stawski, for services as our Founder.

On April 1, 2022, we granted options to purchase 500,000 shares of our Common Stock to our Vice President of Operations and Secretary, Patrick Mullett, with the exercise price of $0.00 per share, as one of our Incorporators. 250,000 options vested and were exercised on April 1, 2022, and 250,000 options will vest on April 1, 2023. The options expire on April 1, 2023. We valued the Common Stock at $1.00 per share.

On April 1, 2022, we adopted our Director Stock Incentive Plan, as amended. As of December 31, 2022, we have issued 900,000 options to purchase Common Stock under the Plan, of which 450,000 options have been exercised and 450,000 options are unexercised as set forth below:

On April 1, 2022, we adopted our Employee Stock Incentive Plan, as amended. As of December 31, 2022, we have issued 2,637,350 options to purchase Common Stock under the Plan, of which 1,011,175 options have been exercised and 1,626,175 options are unexercised.

On July 31, 2022, we completed an SEC Regulation Crowdfunding and sold an aggregate of 650,034 of our Common Shares to 238 investors for proceeds of $650,034. We relied on the exemption from registration provided by Section 4(a)6 of the Securities Act. All communications and offers and sales took place through a SEC registered funding portal.

On August 2, 2022, we issued 180,000 shares of our Common Stock to Bruce Randall in exchange for the cancellation of $180,000 in debt.

On December 21, 2022, we sold an aggregate of 10,000 of our Common Shares to 3 investors for proceeds of $10,000.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, state of Texas, on the dates indicated.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott A. Stawski his/her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him/her and in his name, place and stead, in any and all capacities to sign any or all amendments (including, without limitation, post-effective amendments) to this Registration Statement, any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any or all pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or any substitute or substitutes for him, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, the following persons in the capacities and on the dates indicated have signed this Registration Statement below.

U.S. Virgin Islands		4400		66-1005420
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industry Classification Code Number)		(I.R.S. Employee Identification Number)

	Per Share		Total
Initial public offering price	$	-	$	-
Underwriting discounts and commissions⁽¹⁾	$	-	$	-
Proceeds, before expenses, to us	$	-	$	-

Expenditure	Amount
Recruitment and hiring Chief Marketing Officer	$	250,000
Design and implement new digitally enabled customer acquisition programs	$	750,000
Technology development of “The Helm” integrated digital operating platform	$	1,500,000
Reserve for future acquisitions- see Note below.	$	4,424,001
Debt repayment for acquisition of Paradise Adventures LLC. Upon the acquisition of Paradise Adventures LLC on January 18, 2023, the Company signed a promissory note for $2,075,999.06 due and payable upon the effective date of this offering. On May 31, 2023 the balance on this promissory note was $1,575,999.06.	$	1,575,999
Total	$	8,500,000

	Actual
Cash		134,868
Short-term Debt		1,843,843
Long-term Debt		3,855,396

Stockholders’ Equity/(deficit)
Preferred stock, no par value per share, no shares authorized, issued, and outstanding		None
Common stock, par value $0.01 per share, 15,000,000 shares authorized, 8,375,209 shares issued and outstanding at $83,752 actual.		83,752
Additional paid-in capital		2,547,301
Accumulated deficit		(3,949,475	)
Total stockholder’s equity		(1,318,422	)
Total Capitalization	$	1,312,631

Assumed initial public offering price per share of Common Stock.
Historical net tangible book value (deficit) per share as of December 31, 2022.	$	(0.15	)
Pro forma net tangible book value (deficit) per share as of December 31, 2022.	$	0.04
Increase in pro forma as adjusted net tangible book value per share attributed to new investors purchasing shares in this Offering.
Pro forma as adjusted net tangible book value per share after this Offering.
Dilution per share to new investors purchasing shares in this Offering.

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

		PAGE NO
STATEMENT REGARDING INDUSTRY AND MARKET DATA		ii
TRADEMARKS		ii
PROSPECTUS SUMMARY		1
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY AND A SMALLER REPORTING COMPANY		8
SUMMARY RISK FACTORS		9
CORPORATE INFORMATION		10
THE OFFERING		11
SUMMARY CONSOLIDATED FINANCIAL DATA		13
RISK FACTORS		15
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		47
USE OF PROCEEDS		49
DETERMINATION OF OFFERING PRICE		50
DIVIDEND POLICY		51
CAPITALIZATION		52
DILUTION		53
MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		55
BUSINESS		76
MANAGEMENT		97
EXECUTIVE AND DIRECTOR COMPENSATION		106
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		115
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		117
DESCRIPTION OF SECURITIES		119
SHARES ELIGIBLE FOR FUTURE SALE		122
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		124
UNDERWRITING		127
LEGAL MATTERS		134
EXPERTS		134
WHERE YOU CAN FIND MORE INFORMATION		134
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

	Fiscal Year Ended December 31,
	2022			2021
Statement of Operations Data:
Net sales	$	4,591,690		$	2,059,001
Cost of revenue	$	3,791,356		$	1,633,373
Gross profit	$	800,334		$	425,628
Total operating expenses	$	3,395,220		$	324,727
Income (loss) from operations	$	(2,594,886	)	$	100,901
Total other income (expenses)	$	(415,815	)	$	(28,277	)
Net income (loss)	$	(3,010,701	)	$	72,624
Basic and dilutive income (loss) per share of common stock	$	(0.41	)	$	0.01
Weighted average number of shares of common stock outstanding		7,327,764			6,400,000
Adjusted EBITDA¹	$	454,364		$	347,627
Adjusted EDITDA margin, net²		9.9	%		16.9	%
Net cash from operating activities	$	(108,167	)	$	475,962
Adjusted net cash from operating activities³	$	799,181		$	475,962
Net cash from investing activities	$	(939,895	)	$	(480,690	)

	As of December 31,
	2022			2021
Balance Sheet Data:
Cash	$	134,868		$	1,027
Total assets	$	4,904,395		$	1,681,162
Total liabilities	$	6,222,817		$	1,864,218
Accumulated deficit and invested equity	$	(3,949,475	)	$	(183,056	)
Total stockholders’ equity 2022, invested deficit for 2021	$	(1,318,422	)	$	(183,056	)
Total liabilities and stockholders’ equity	$	4,904,395		$	1,681,162

	Estimated
Description	Useful Lives	2022			2021
Property and Equipment:
Boats	7-10	$	4,911,055		$	2,022,648
Vehicles	5-7		118,384			90,000
Boat Dock	20		65,925			26,917
Office Equipment	5		18,470			-
Total property and equipment, at cost			5,113,834			2,139,565
Accumulated depreciation			(1,097,452	)		(509,528	)
Total property and equipment, net		$	4,016,382		$	1,630,037

	December 31, 2022		December 31, 2021		$ Change		% Change
Advertising Expense	$	439,218	$	133,866	$	305,352		228	%
Other General & Administrative Expense	$	1,301,456	$	190,861	$	1,110,595		582	%
Non-cash Stock-Based Compensation Expense	$	1,654,546		-	$	1,654,546		-
Total Operating Expenses	$	3,395,220	$	324,727	$	3,070,493		946	%

	December 31, 2022			December 31, 2021			$ Change			% Change
Cash Flows Data:
Net cash flows (used by) provided by operating activities	$	(108,167	)	$	475,962		$	(584,129	)		(540	)%
Net cash used in investing activities	$	(939,895	)	$	(342,531	)	$	(597,364	)		174	%
Net cash (used in) provided by financing activities	$	1,181,903		$	(138,159	)	$	1,320,062			(955	)%
Net increase in cash and cash equivalents	$	134,868		$	1,027		$	133,841			13,032	%

	December 31,
	2022			2021
Notes Payable, Related Party
In June 2019, STDC Holdings issued a note payable with the managing member of Ham & Cheese LLC in the amount of $236,529, bearing interest at 8.04% per annum and requiring fixed monthly payments of principal and interest of $2,928 through maturity in June 2029. The note is secured by property and equipment with a carrying value of $132,578 and $171,382 as of December 31, 2022 and 2021, respectively.	$	183,305		$	200,367
In December 2021, STDC Holdings issued a note payable with the managing member of Seller in the amount of the Company entered into a promissory note in the amount of $32,900, bearing interest at 17.49% and requiring fixed monthly payments of principal and interest of $1,256 through maturity in December 2024 is secured by substantially all assets of the Company.		24,403			32,516
In April 2022, AMDI issued a short term note payable with Ham & Cheese Events LLC in the amount of $100,000 bearing zero interest, with one lump sum payment due in April 2023. In August 2022, AMDI paid a lump sum amount of $50,000. The note is secured by essentially all assets of AMDI. The company has extended the due date to April 2024.		50,000			-
In April 2022, AMDI issued a note payable with Ham & Cheese Events LLC in the amount of $551,098, bearing an interest rate of 4%, due on maturity on April 1, 2028. As of August 2022, there were three lump sum payments of $100,000, $50,000, and $5,000 made. The note is secured by essentially all assets of AMDI.		396,098			-
In April 2022 AMDI issued a note payable with Ham & Cheese Events LLC in the amount of $75,000, bearing 31% interest and requiring fixed monthly payments of principal and interest of $1,683 through maturity in April 2023. The note is secured by all assets as defined in Article 9 of the UCC Code. The Company has extended the due date to April 2024.		22,584			-
In April 2022, AMDI issued a note payable with the managing member of Ham & Cheese LLC in the amount of $85,000, bearing interest at 6.49% per annum and requiring fixed monthly payments of principal and interest of $1,663 through maturity in April 2027.		75,328			-
In April 2022, WOC entered into a mortgage in the amount of $1,200,000 with a 6 % interest rate, due in April 2037. In July 2022, a loan conversion of 180,000 shares of AMDI common stock was applied as payment to the loan. $961,356 at $1.00 per share.		961,356
In October 2022, AMDI issued a note payable with Ham & Cheese Events LLC in the amount of $100,000, bearing 31% interest and requiring fixed monthly payments of principal and interest of $2,244 through maturity in October 2023. The note is secured by all assets as defined in Article 9 of the UCC Code.		84,850			-
Total Notes Payable Related Party Less Current Portion		1,797,924			232,883
Long term portion		(465,077	)		(29,748	)
	$	1,332,847		$	203,135

Year ended December 31,
2023	$	465,077
2024		118,037
2025		113,125
2026		113,616
2027		101,774
Thereafter		886,295
	$	1,797,924

	2022			2021
Notes Payable
In May 2020, STDC Holdings entered into a Paycheck Protection Program Loan (“PPP Loan”) in the amount of $93,074 with a 1% interest rate, due in May 2025. Fixed monthly payments of principal and interest in the amount of $3,919 are required beginning November 2020. In June 2022, the government issued loan forgiveness in the amount of $20,833.	$	46,925		$	93,074
In May 2020 and October 2021, the Company entered into an Economic Injury Disaster Loan in the amount of $150,000, bearing interest at 3.75% per annum and requiring monthly payments of $731. In October 2021, the Company received an additional $350,000 in loan proceeds and the monthly payment increased to $2,511 through maturity in May 2050. In January 2022, the Company received a third amount of $772,700 and the monthly payment increased to $6,217. Payments have been deferred 30 months from the date of the loan and are due beginning October 2023.		1,272,600			499,900
In October 2020, the Company entered into a ship mortgage for a vessel in the amount of $225,000 requiring fixed monthly principal payments of $2,679 plus interest at the Prime Rate plus 2% (9.5% at December 31, 2022) and maturing in October 2027. The note is secured by a first preferred ship mortgage on property and equipment with carrying values of $195,684 and $324,312 as of December 31, 2022 and 2021, respectively.		158,436			190,179
In March 2021, the Company entered into a promissory note in the amount of $215,000, bearing interest at 5.99% and requiring fixed monthly payments of principal and interest of $2,996 through maturity in March 2026. The note is secured by property and equipment with a carrying value of $161,250 as of December 31, 2022.		108,385			136,909
In October 2021, STDC Holdings entered into a promissory note in the amount of $286,948, bearing interest at 5.99% and requiring fixed monthly payments of principal and interest of $4,437 through maturity in October 2026. The note is secured by property and equipment with a carrying value of $247,059 as of December 31, 2022.		185,500			226,304
In January 2022, the Company entered into an Economic Injury Disaster Loan in the amount of $499,900, bearing interest at 3.75% per annum and requiring monthly payments of $2,511. The note is secured by substantially all assets of Windy of Chicago Ltd.		499,900			-
In March 2022, the Company entered into a promissory note in the amount of $272,000 at the prime rate plus the prime spread for a requiring monthly payments through April 2029. The note is secured by property and equipment with a carrying value of $358,437.		262,124			-
In May 2022, WOC entered into a premium financed insurance agreement in the amount of $55,856 with a 7.5% interest rate and monthly payment of $4,450 until expiration of the policy in May 2023.		13,175			-
In October 2022, AMDI entered into a promissory note in the amount of $195,000, bearing interest at 5.99% and requiring fixed monthly payments of principal and interest of $3,016 through maturity in October 2026. The note is secured by property and equipment with a carrying value of $174,373 as of December 31, 2022.		126,059			153,789
In October 2022, AMDI entered into a secured promissory note in the amount of $110,000, bearing interest at 6% due on December 2022. A prepaid amount of $12,454 consisting of charter revenue was applied to the principal balance of the loan. A late charge of 2% will accrue on any unpaid balances after that date.		97,546			-
In December 2022, AMDI entered into a receivable sales agreement in the amount of $35,000, bearing interest at 2.19%, and requiring fixed weekly payments of principal and interest of $1,969. This agreement is secured by the title to receivables.		33,924			-
Total Notes Payable	$	2,804,574		$	1,300,155
Current portion of notes payable		(282,025	)		(168,770	)
Note payable, net of current portion	$	2,522,549		$	1,131,385

Year ended December 31,
2023	$	282,025
2024		186,395
2025		169,873
2026		137,355
2027		44,181
Thereafter		1,984,745
	$	2,804,574

		2022				2021
Operating cash flows from lease liability		$	100,512			$	10,024

	2022			2021
Right-of-use assets	$	600,988		$	38,962
Less: accumulated amortization		(85,562	)		(8,807	)
Right-of-use assets, net	$	515,426		$	30,155

	2022			2021
Lease liabilities related to dock lease right-of-use assets	$	523,578		$	30,898
Less: current portion of lease liabilities		(112,144	)		(6,943	)
Lease liabilities, net of current portion	$	411,434		$	23,955

Year ended December 31,	Third Party Leases			Related Party Lease			Total
2023	$	34,834		$	134,970		$	169,804
2024		24,153			139,019			163,172
2025		6,500			143,190			149,690
2026		-			147,485			147,485
2027		-			37,142			37,142
Total minimum non-cancelable operating lease payments		65,487			601,806			667,293
Less: discount to fair value		(31,578	)		(112,137	)		(143,715	)
Total lease liability as of December 31, 2022		33,909			489,669			523,578
Less: current portion		(8,162	)		(103,982	)		(112,144	)
Long-term portion	$	25,747		$	385,687		$	411,434

Vessel	Year Built	Type of Vessel	Size of Vessel	Jurisdiction of Registration Primary Areas of Operation	Owned, Managed or Clearing Agent
MV Aquarius	2018 repowered 2022	Power Boat	31’	US Virgin Islands	Owned
MV Poseidon	2019	Power Boat	36’	US Virgin Islands	Owned
SY Mazu	2015	Sailing Catamaran	35’	US Virgin Islands	Owned
SY Pisces	2003 repowered 2022	Sailing Catamaran	47’	US Virgin Islands	Owned
SY Sirena	2000 repowered 2021	Sailing Catamaran	50’	US Virgin Islands	Owned
SY Leviathan (formerly SY Spellbound)	2006 repowered 2021	Sailing Catamaran	50’	US Virgin Islands	Owned
MV Sea Wolf	2012	Power Boat	45’	US Virgin Islands	Owned
MV Island Flyer	2011 repowered 2022	Power Boat	36’	US Virgin Islands	Owned
SY Neptune	2015	Sailing Catamaran	35’	US Virgin Islands	Owned
MV Hydra	2020	Power Boat	40’	US Virgin Islands	Owned
RIB430 Dash	2021	Runabout	15’	US Virgin Islands	Owned
RIB430 Paddy Wagon	2021	Runabout	17’	US Virgin Islands	Owned
RIB430 Splash	2021	Runabout	16’	US Virgin Islands	Owned
S/V Windy	1995 repowered 2006	4 Mast Schooner	148’	Chicago	Owned
SY Rumba	2015	Sailing Catamaran	52’	US Virgin Islands	Managed
SY Wild Rose	2022	Sailing Catamaran	58’	US Virgin Islands	Managed
SY Euphoria	2016	Sailing Catamaran	60’	US Virgin Islands	Managed
SY Ocean Vibes	2020	Sailing Catamaran	74’	US Virgin Islands	Managed
SY Excess	2011	Sailing Catamaran	70’	US Virgin Islands	Managed
SY Shangri La	2016	Sailing Catamaran	52’	US Virgin Islands	Managed
SY Nae Kae	2022	Sailing Catamaran	54’	US Virgin Islands	Managed
SY Pelican	2002	Sailing Catamaran	58’	US Virgin Islands	Managed
SY Boketto	2022	Sailing Catamaran	42’	US Virgin Islands	Managed
SY Katrina	2018	Sailing Catamaran	50’	US Virgin Islands	Managed
SY Ventana	2018	Sailing Catamaran	52’	US Virgin Islands	Managed
SY Black Tortuga	2019	Sailing Catamaran	47’	US Virgin Islands	Managed
SY Ocelot	2016	Sailing Catamaran	52’	US Virgin Islands	Managed
SY Lady Catron	2017	Sailing Catamaran	50’	US Virgin Islands	Managed

Age of Customer		Percentage
35 – 44		23.65%
25 – 34		21.7%
45 – 54		21.44%
55 – 64		14.37%
18 – 24		10.68%
65+		8.16%

	Full Time	Part-Time	Full-Time Independent Contractors	Part-Time Independent Contractors
Amphitrite	3		3
Seas the Day Charters	1		12	11
Windy of Chicago	12	16
Paradise Adventures	8	14	1
Paradise Yacht Management	2		73	2
Total	26	30	89	13

Name	Age	Position
Scott A. Stawski	57	Founder, Chairman, Acting Chief Financial Officer, and Chief Revenue Officer
Hope A. Stawski	54	Founder, President, Chief Executive Officer, and Director
Patrick Mullett	70	Founder, Vice President of Operations, Secretary, and Director
Michael Klaus	66	Independent Director
Robert Chapple	49	Independent Director
Anu Singh	50	Independent Director
Martha Gorum, Esq.	63	Independent Director
Richard Phillips	68	Independent Director
Bryan Mason, Esq.	47	Director

AUDIT	COMPENSATION	GOVERNANCE AND NOMINATING
Chair: Mike Klaus, Independent Director and Audit Committee Financial Expert	Chair: Rob Chapple, Independent Director	Chair: Rob Chapple, Independent Director
Ani Singh, Independent Director	Marti Gorum, Independent Director	Marti Gorum, Independent Director
Richard Phillips, Independent Director	Richard Phillips, Independent Director	Hope Stawski, Director and Officer

Name and Principal Position	Year	Salary ($)		Option Awards ($)		Total ($)
Hope Stawski	2022	$	222,916		375,000	$	222,916
President, Director and Chief Executive Officer⁽¹⁾	2021	$	291,962		-	$	291,962

Scott Stawski	2022	$	239,583		375,000	$	239,583
Chairman, Chief Revenue Officer and Acting Chief Financial Officer⁽²⁾	2021	$	291,962		-	$	291,962

Patrick Mullet,	2022	$	111,278		125,000	$	111,278
Vice President of Operations and Secretary⁽³⁾	2021	$	57,200		-	$	57,200

	Option Awards
Name	Number of Securities Underlying Unexercised Options(#) Exercisable		Number of Securities Underlying Unexercised Options(#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date
Hope Stawski		375,000		-		-	$	0.01	04/01/27
Scott Stawski		375,000		-		-	$	0.01	04/01/27
Patrick Mullett		125,000		-		-	$	0.01	04/01/27

Name and Principal Position	Year	Salary ($)		Stock Awards ($)		Option Awards ($)		Total ($)
Bryan Mason, Esq.	2022	$	46,101	$	75,000	$	-	$	121,101
Director⁽¹⁾	2021	$	62,997	$		$	-	$	62,997

Michael Klaus	2022	$	-	$	75,000	$	75,000	$	150,000
Independent Director⁽²⁾	2021	$	-	$	-	$	-	$	-

Robert Chapple	2022	$	-	$	75,000	$	75,000	$	150,000
Independent Director⁽³⁾	2021	$	-	$	-	$	-	$	-

Anu Singh	2022	$	-	$	75,000	$	75,000	$	150,000
Independent Director⁽⁴⁾	2021	$	-	$	-	$	-	$	-

Martha Gorum, Esq.,	2022	$	-	$	75,000	$	75,000	$	150,000
Independent Director⁽⁵⁾	2021	$	-	$	-	$	-	$	-

Richard Phillips	2022	$	-	$	75,000	$	75,000	$	150,000
Independent Director⁽⁶⁾	2021	$	-	$	-	$	-	$	-

Name and Address of Beneficial Owner⁽¹⁾	Title of Class	Amount and Nature of Beneficial Ownership⁽²⁾		Percentage of Class Before the Offering⁽³⁾		Percentage of Class After the Offering⁽³⁾
Scott A. Stawski, Founder, Chairman and Chief Revenue Officer⁽⁴⁾⁽⁶⁾	Common Stock		3,200,100		32.09		[●]	%
Hope A. Stawski, Founder, President and Director⁽⁵⁾⁽⁶⁾	Common Stock		3,250,000		32.59		[●]	%
Patrick Mullett, Vice President of Operations and Secretary⁽⁷⁾	Common Stock		250,000		2.53		[●]	%
Michael Klaus, Director⁽⁸⁾	Common Stock		80,000		0.81		[●]	%
Robert Chapple, Director⁽⁹⁾	Common Stock		95,000		0.96		[●]	%
Bryan Mason, Esq., Director⁽¹⁰⁾	Common Stock		75,000		0.76		[●]	%
Anu Singh, Director⁽¹¹⁾	Common Stock		380,000		3.85		[●]	%
Martha Gorum, Esq., Director⁽¹²⁾	Common Stock		75,000		0.76		[●]	%
Richard Phillips, Director⁽¹³⁾	Common Stock		75,000		0.76		[●]	%
Oceanview Management Services LLC⁽¹⁴⁾	Common Stock		550,000		5.57		[●]	%
All Officers & Directors (9 persons)	Common Stock		7,480,100		75.11
Other 5% Stockholders⁽¹⁾	Common Stock				5.57

Consolidated Financial Statements		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheet as of December 31, 2022 and 2021		F-3
Consolidated Statement of Operations for the years ended December 31, 2022 and 2021		F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2022 and 2021		F-5
Consolidated Statement of Cash Flows for the years ended December 31, 2022 and 2021		F-6
Notes to Consolidated Financial Statements		F-7

	2022			2021
Assets
Current Assets:
Cash	$	134,868		$	1,027
Accounts receivable		11,537			17,468
Stock subscription receivable		47,000			-
Prepaid expenses and other current assets		145,707			-
Total current assets		339,112			18,495
Right-of-Use assets, net		515,426			30,155
Deposits		33,475			2,475
Property and equipment, net		4,016,382			1,630,037
Total Assets	$	4,904,395		$	1,681,162

Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities:
Accounts payable	$	386,164		$	15,086
Related party payable		125,000			-
Accrued expenses		375,333			53,125
Contract liabilities		210,244			232,071
Lease liability, current portion		112,144			6,943
Current portion of notes payable, related party		465,077			29,748
Current portion of notes payable		282,025			168,770
Total current liabilities		1,955,987			505,743
Long-Term Liabilities:
Lease liability, net of current portion		411,434			23,955
Related party notes payable, net of current portion		1,332,847			203,135
Notes payable, net of current portion		2,522,549			1,131,385
Total Liabilities	$	6,222,817		$	1,864,218

Commitments and Contingencies (Note 7)

Stockholders’ Equity (Deficit)
Common stock, $0.01 par value, 15,000,000 authorized; 8,375,209 and 6,400,000 issued and outstanding as of December 31, 2022 and 2021, respectively		83,752			-
Additional paid-in capital		2,547,301			-
Accumulated deficit		(3,949,475	)		-
Invested deficit		-			(183,056	)
Total stockholders’ deficit		(1,318,422	)		(183,056	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	4,904,395		$	1,681,162

	2022			2021
Revenues, Net	$	4,591,690		$	2,059,001
Cost of Revenue:
Cost of labor		2,068,465			895,812
Cost of direct operating expenses		1,253,726			507,113
Depreciation expense		469,165			230,448
Total cost of revenue		3,791,356			1,633,373
Gross profit		800,334			425,628
Operating Costs and Expenses:
Compensation and related expenses		1,941,159			-
General and administrative expenses		461,497			184,478
Marketing and advertising expenses		439,218			133,866
Depreciation expense		118,757			-
Professional and consulting expenses		434,589			6,383
Total operating costs and expenses		3,395,220			324,727
Operating (loss) income		(2,594,886	)		100,901
Other Income (Expenses):
Interest expense		(190,249	)		(44,555	)
Legal settlement expense		(250,000	)		-
Gain on forgiveness of PPP loan		20,833			-
Gain on disposal of property and equipment		-			14,291
Other income		3,601			1,987
Total other income (expenses), net		(415,815	)		(28,277	)
Net (Loss) Income	$	(3,010,701	)	$	72,624
Net (Loss) Income per Share - Basic and Diluted	$	(0.41	)	$	0.01
Weighted-Average Common Shares Outstanding - Basic and Diluted		7,327,764			6,400,000

	Common Stock				Additional Paid-in			Accumulated			Invested Equity			Total Stockholders’ Equity
	Shares		Amounts		Capital			Deficit			(Deficit)			(Deficit)
Balance, January 1, 2021		-	$	-	$	-		$	-		$	34,439		$	34,439
Dividends to parent		-		-		-			-			(290,119	)		(290,119	)
Net income		-		-		-			-			72,624			72,624
Balance, December 31, 2021		-		-		-			-			(183,056	)		(183,056	)
Shares issued as part of reorganization		6,650,000		66,500		-			(249,556	)		183,056			-
Deemed dividend upon reorganization		-		-		-			(689,218	)		-			(689,218	)
Sale of common stock Reg CF, net of offering costs		669,034		6,690		648,317			-			-			655,007
Sale of common stock for cash		75,000		750		74,250			-			-			75,000
Note payable converted to common stock		180,000		1,800		178,200			-			-			180,000
Exercise of stock options		801,175		8,012		(8,012	)		-			-			-
Stock based compensation		-		-		1,654,546			-			-			1,654,546
Net loss		-		-		-			(3,010,701	)		-			(3,010,701	)
Balance, December 31, 2022		8,375,209	$	83,752	$	2,547,301		$	(3,949,475	)	$	-		$	(1,318,422	)

	2022			2021
Cash Flows from Operating Activities:
Net (loss) income	$	(3,010,701	)	$	72,624
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Gain on PPP loan forgiveness		(20,833	)		-
Gain on disposal of property and equipment		-			(14,291	)
Stock based compensation		1,654,546			-
Depreciation expense		587,922			230,448
Amortization of right-of-use assets		96,353			6,357
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		5,931			(6,797	)
Increase in prepaid expenses		(121,406	)		-
Increase in accounts payable		363,584			9,530
Increase in accounts payable, related party		125,000
Increase in accrued expenses		322,208			44,918
(Decrease) increase in contract liabilities		(21,827	)		139,042
Decrease in lease liabilities		(88,944	)		(5,869	)
Net cash provided by (used in) operating activities		(108,167	)		475,962
Cash Flows from Investing Activities:
Net cash paid in Windy of Chicago, Ltd. asset acquisition		(250,000	)		-
Purchase of property and equipment		(689,895	)		(360,051	)
Payment of operating lease security deposit		-			(2,475	)
Proceeds from sale of property and equipment		-			19,995
Net cash used in investing activities		(939,895	)		(342,531	)
Cash Flows from Financing Activities:
Proceeds from notes payable		1,050,448			350,000
Purchase of common stock		683,007			-
Issuance of related party notes payable		85,000			32,900
Repayments of notes payable		(270,496	)		(214,121	)
Repayment of notes payable, related party		(366,056	)		(16,819	)
Distribution		-			(290,119	)
Net cash provided by (used in) financing activities		1,181,903			(138,159	)
Net Increase (Decrease) in Cash		133,841			(4,728	)
Beginning of year		1,027			5,755
End of year	$	134,868		$	1,027
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	199,341		$	44,555
Cash paid for income taxes	$	-		$	-
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Conversion of note payable to common stock	$	180,000		$	-
Issuance of notes payable, related party	$	1,565,041		$	-
Purchase of property and equipment with debt financing	$	1,607,676		$	696,948
Deemed dividend upon reorganization	$	689,218		$	-
Acquired leases under ASC 842	$	562,026		$	-

	Accounts Receivable		Contract Liabilities
January 1, 2021	$	10,671	$	93,029
December 31, 2021	$	17,468	$	232,071
December 31, 2022	$	11,537	$	210,244