As filed with the U.S. Securities and Exchange Commission on November 7, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMPHITRITE DIGITAL INCORPORATED

(Exact name of registrant as specified in its charter)

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)

Amphitrite Digital Incorporated

6501 Red Hook Plaza, Suite 201-465

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

340-642-3895

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

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

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

Copies to:

Brenda Hamilton, Esq.

Hamilton & Associates Law Group P.A.

200 East Palmetto Park R. Ste 103

Boca Raton, FL 33432

Telephone: (561) 416-8956

Fax: (561) 416-2855

Andrew M. Tucker, Esq.

Nelson Mullins Riley &
Scarborough LLP

101 Constitution Avenue, NW

Washington, DC 20001

Telephone: (202) 689-2800

Alexander McClean, Esq.

C. Christopher Murillo, Esq.

Harter Secrest and Emery LLP

1600 Bausch & Lomb Place

Rochester, NY 14604

Telephone: (585) 231-6500

Fax: (585) 232-2152

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.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards 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.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED November [●], 2023

1,904,762 Shares of Common Stock

Amphitrite Digital Incorporated is offering 1,904,762 shares of Common Stock. This is our initial public offering (the “Offering”). We anticipate our public offering price to be between $4.25 and $6.25 per share of Common Stock. 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 20 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.

	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds, before expenses, to us	$	$

(1)

See “UNDERWRITING” beginning on page 177 of this prospectus for a description of the compensation payable to the underwriters.

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 $920,000, and the total proceeds to us, before expenses, will be $10,580,000.

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

Sole Book Running Manager

Maxim Group LLC

The date of this prospectus is [●], 2023

Table of Contents

TABLE OF CONTENTS

		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		11
SUMMARY RISK FACTORS		12
CORPORATE INFORMATION		13
THE OFFERING		14
SUMMARY CONSOLIDATED FINANCIAL DATA		16
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		18
RISK FACTORS		20
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		52
USE OF PROCEEDS		54
DETERMINATION OF OFFERING PRICE		56
DIVIDEND POLICY		57
CAPITALIZATION		58
DILUTION		60
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		62
MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		77
BUSINESS		115
MANAGEMENT		144
EXECUTIVE AND DIRECTOR COMPENSATION		154
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		164
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		166
DESCRIPTION OF SECURITIES		169
SHARES ELIGIBLE FOR FUTURE SALE		172
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		174
UNDERWRITING		177
LEGAL MATTERS		185
EXPERTS		185
WHERE YOU CAN FIND MORE INFORMATION		185
INDEX TO FINANCIAL STATEMENTS		F-1

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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.

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

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

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

STATEMENT REGARDING INDUSTRY AND MARKET DATA

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

TRADEMARKS

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

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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 14 luxury catamarans and power boats in the USVI, 12 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.

We anticipate our acquisition of the Paradise Group of Companies (“PGC”) will be completed upon the consummation of this Offering. PGC currently manages and operates privately owned luxury yachts valued at over $55 million. PGC manages and operates 36 luxury yachts in the USVI and British Virgin Islands on behalf of yacht owners, including marketing weeklong, all-inclusive luxury yacht vacations, general yacht management and maintenance, term charter clearing agent services for an additional 12 yachts in the Virgin Islands, and yacht sales brokerage services.

Our operating business units include: 1. Seas the Day Charters USVI and Magens Hideaway on St. Thomas, USVI, through our wholly owned subsidiary, STDC Holdings Incorporated (“STDC Holdings”), a USVI C-corporation, 2. Windy of Chicago, through our wholly owned subsidiary, Windy of Chicago Limited, a corporation formed in Illinois, and 3. Paradise Adventures Catamarans and Watersports in Panama City Beach, Florida, through our wholly owned subsidiary Paradise Adventures LLC, a Florida limited liability company. Additionally, upon the consummation of this Offering, it will include 4. The Paradise Group of Companies in the U.S. and British Virgin Islands, through our anticipated acquisition of PGC. PGC consists of five entities which have common ownership and control. PGC includes Paradise Yacht Management, LLC, formed in July 2015, and its wholly owned subsidiary PYM (BVI) Ltd, formed in May 2022; Paradise Yacht Sales, LLC, formed in November 2019; CharterSmarter, LLC, formed in August 2020; and Paradise Yacht Clearing, LLC, formed in August 2021, (collectively referred to as “PGC” or “Paradise Group of Companies”). Upon our acquisition of PGC upon the closing of this Offering, PGC will become a wholly owned business unit.

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In the preceding twelve months ended September 30, 2023, more than 77,000 guests have experienced one of our maritime tours or yacht charters. 5.24 million unique users visited our websites and social media sites to plan their activities. 98% of guest reviews of Amphitrite’s business unit services are positive reviews; 3-star (average) to 5-star (exceptional) reviews. From July 30, 2019 through September 30, 2023 on a cumulative basis, our operating units have received more than 10,100 reviews on major consumer review sites; Google Reviews, TripAdvisor, and Facebook. Of those reviews on a 5-star scale, 95% were 5-star reviews, 2% were 4-star, 1% were 3-star and 2% were 2 or 1-star reviews.

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.magenshideaway.com, upon our anticipated acquisition of PGC www.paradiseyachtmanagement.com, and www.chartersmarter.com, (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.

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Corporate Structure

Our operations are conducted by our wholly owned subsidiaries. Our corporate structure as of September 30, 2023 is illustrated below:

Our corporate structure after giving effect to the PGC acquisition anticipated to close upon the consummation of this Offering is illustrated below. Upon closing of the PGC acquisition, PYM (BVI) Ltd,, Paradise Yacht Sales LLC, CharterSmarter LLC, and Paradise Yacht Clearing LLC will be wholly owned subsidiaries of Paradise Yacht Management LLC, which in turn will be a wholly owned subsidiary of the Company.

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Reorganization and Acquisitions

Our predecessor, Ham and Cheese Events LLC (“HAM”), the Seas the Day business unit (“Seas the Day BU”) commenced operations in April of 2019. 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:

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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 a $100,000 loan 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. As of September 30, 2023, we have paid the promissory note in full.

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On April 19, 2022, we formed STDC Holdings Incorporated (“STDC Holdings”), a USVI C-corporation, as a wholly owned operating unit to acquire the Seas the Day BU, which includes the boat charter business in the USVI, and 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 September 30, 2023, we have paid $205,100 toward the promissory note, leaving a balance of $345,998, including accrued and unpaid interest.

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 Offering:

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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 12 charter vessels as well as water sports equipment, in exchange for approximately $3,200,000 subject to (a) a cash payment of $755,134 paid upon 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. As of September 30, 2023, the Company has pre-paid $500,000 toward the promissory note leaving a balance of $1,575,999.

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On October 18, 2022, we entered into a non-binding Letter of Intent to acquire the Paradise Group of Companies in the U.S. and British Virgin Islands, through our anticipated acquisition of PGC, which consist of five entities which have common ownership and control. PGC includes Paradise Yacht Management, LLC, formed in July 2015, and its wholly owned subsidiary PYM (BVI) Ltd, formed in May 2022; Paradise Yacht Sales, LLC, formed in November 2019; CharterSmarter, LLC, formed in August 2020; and Paradise Yacht Clearing, LLC, formed in August 2021, (collectively referred to as “PGC” or “Paradise Group of Companies”). Upon our acquisition of PGC upon the closing of this Offering, PGC will become a wholly owned business unit. On March 24, 2023 we entered into a 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 36 managed yachts. In addition, PGC also provide ancillary yacht management services which include term charter broker sales activity, term charter clearing agent activity for an additional 12 yachts, yacht sales brokerage services, and yacht maintenance services. On June 6, 2023, we entered into a First Amendment to the Purchase Agreement which extended the closing date to on or before July 31, 2023. On July 31, 2023, we entered into a Second Amendment to the Purchase Agreement which extended the closing date to on or before September 15, 2023 and eliminated “Contingent Consideration” for financial performance for post-acquisition financial periods agreed upon in the initial Purchase Agreement. The purchase price was adjusted to $6,280,000 as the “Base Price” with $3,140,000 to be paid in cash at closing and the remaining balance paid by the issuance of 887,006 shares of the Company’s common stock at a value of $3.54 per share at the date and time of the closing of the transaction or by delivery of a promissory note in the amount of $3,140,000, or for any portion of the balance for which Paradise Yacht Management LLC does not exercise an option to receive the Company’s common stock. On September 15th, 2023, we entered into a Third Amendment to the Purchase Agreement which extended the closing date to on or before October 31, 2023. On November 1, 2023, we entered into a Fourth Amendment to the Purchase Agreement which extended the closing date to on or before December 15^th, 2023. We anticipate our acquisition of Paradise Yacht Management LLC to be completed upon the consummation of this Offering.

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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 brand trusted in multiple destinations.

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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.

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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.”

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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, guest service, and repair and maintenance 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 support our core mission:

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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. Our digital operating platform, through our agreements and licenses, is primarily comprised of the following technology service providers.

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We believe our digital enabled business operating model allows us to use technology to more effectively market and book tours, manage resources and improve our operating efficiencies than our competitors. The utilization and integration of this digital technology for specific operating processes critical to the TAA industry we believe gives us competitive advantages. Some examples of areas we ‘digitally enable’ to our competitive advantage include:

Advertising and Marketing. We believe the traditional maritime TAA operator does not use advanced guest acquisition programs that are informed by inventory and revenue management analytics and objectives. We also believe the typical TAA operator does little to no direct digital advertising and instead relies on the online travel agencies (OTAs) for bookings and traditional location-based marketing such as rack-cards driven by discounts. In contrast, we use advanced analytics technology to determine utilization and revenue management metrics at various pivots; vessels, and tour days & time. We then use our advertising campaign management technology to acquire guests that positively affect the underperforming areas of utilization which we have identified; for example a specific tour day & time. In turn this helps us increase our utilization metrics in a targeted manner while using a guest acquisition program which we believe is less expensive than the traditional TAA guest acquisition model. Our direct and online guest acquisition programs achieve a cost of sale of 11.95% compared to the traditional TAA operator relying on OTA bookings paying an estimated 15% to 30% commissions according to Phocuswright in their research report titled, ‘The Outlook for Travel Experiences 2019-2025’.

Customer Service. We believe the traditional TAA operator has limited customer service initiatives due to lack of technology. In our experience, a phone number for the TAA operator is often a cell phone of the owner or operator. Emails, phone calls and text by consumers both before and after the tour will have significant variances in the method and quality of handling. In our experience most TAA operators do not use customer relationship management (CRM) technology to assist with managing a customer’s overall experience. We use digital technology to enable our guest service efforts. We use 8X8 VOIP technology to forward phone calls to a live guest services coordinator, who is available 24/7 including an in-destination/local guest services coordinator during normal tour operating hours. We use advanced reservation management tools provided by Fareharbor to manage reservations real-time by computer or phone app. Saleforce.com has been selected as our CRM enabler to provide a single and central view on the data on our affiliates, concierge partners and guests. This technology is used for guest messaging: inbound and outbound. Our guest management communications is integrated into our campaign management systems for post-tour communication. These guest services technology enablers and processes provide us a competitive advantage over the typical TAA operator that does not provide guest services at this enhanced level. We believe it has contributed to our number of positive reviews, our rankings on Tripadvisor compared to our competitors and our other guest services awards and accolades.

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Repair, Maintenance and Resource Management. For maritime TAA operators, managing the resources (vessels) is vital. As an example, vessel utilization rate and specifically available utilization rate is a key performance indicator. Available utilization rate expresses the ratio of calendar days a vessel is available for tours/charter versus unavailable. Our objective is 93.3% available utilization; this equates to 28 days out of 30 days to generate revenue. We believe the typical maritime TAA operator is reactive driven to events like repair and maintenance that negatively affect available utilization rate. Amphitrite uses digital technology including MaxPanda and ServiceFusion to schedule preventative maintenance twice a month (1 day each 15 days of service) and to log, schedule and complete unexpected repairs during scheduled maintenance days or during time periods where the vessel is not scheduled for a tour; i.e. evenings. Equipment content (schematics, parts lists, etc.) is stored digitally on “The Helm” for easy access by captains and crew and repair personnel via their cell phone. This digital repair and maintenance technology also informs our marketing and advertising technology on vessel utilization which influences where we purchase advertising. These and other digital enablers, allow us to manage resources at a higher available utilization rate, as one example, than we believe other maritime TAA operators achieve.

Improve Overall Operations. One of the key performance indicators for operating efficiency is the cost of goods/services sold. Cost of labor, cost of the captain and crew labor for each tour or charter, is a key component of costs of services sold. We believe the typical maritime TAA operator relies primarily on 1099 contractors that are hired seasonally. This is the industry standard which we believe is driven by the inability of TAA operators to both produce valid revenue and utilization projections and to influence guest count or revenue projections using digital marketing channels to achieve a comfort level for an employee hire commitment. In contrast, we strive to utilize full-time, year-round employees for captains and crew which we believe results in several operating efficiencies including cost of services: cost of labor. We can hire full-time captains and crew as we have the technology for proper utilization projections, and we can positively influence utilization when needed to match our labor plan. In addition, other technology enablers assist with providing captains and crew flexible workday arrangements to meet their needs while still benefiting from a full-time employment arrangement.

We believe the three areas above are examples and representative of the competitive advantage created by our digitally enabled business operating model. Other competitive strengths include:

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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. To achieve our online and direct sales objective, we use advanced campaign management technology. Campaign management technology such as MarinOne, DiiB and tools by Google, Microsoft and Meta utilize automated routines, integrated data feeds, targeting and segmentation, real-time AI driven learning and programmatic advertising in the design, development, implementation and analysis of guest acquisition programs. Amphitrite utilizes these digitally enabled advertising and marketing programs to acquire guests at a significantly lower cost than the industry average. Our marketing programs resulted in a return on advertising spending (“ROAS”) of 621% for the nine months ended September 30, 2023 for our operating business units of Seas the Day Charters USVI, Windy of Chicago, and Paradise Adventures LLC. For this ROAS calculation, we spent $746,851 on online advertising guest acquisition programs, primarily online search and display advertising buys on Google, Microsoft Audience Network and Meta, to achieve $4,637,947 in online and direct ticket sales. Website and social media traffic for this time period, measured by unique users, was 4.12 million, an increase of 383% year over year for our company-owned websites at tallshipwindy.com, seasthedayusvi.com, and paradiseadventurespcb.com. Our ROAS of 621% for this time period converts to a cost of online and direct revenue of 16.1%. As we believe the typical maritime TAA operator relies primarily on OTAs for guest acquisition paying between 15% and 30% commission, we believe our highly effective marketing programs described above provide us with a competitive advantage in the TAA industry.

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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 63 owned or managed boats, yachts and ships in the United States and the Caribbean.

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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 6 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.

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○

In the Caribbean, we expect to manage and operate the Paradise Group of Companies, the leading multi-day luxury yacht charter operation in the Leeward Islands. We anticipate our acquisition of the Paradise Group of Companies to be completed upon the consummation of this Offering. Operating out of the USVI and the British Virgin Islands, the Paradise Group of Companies manages and markets 36 privately owned luxury yachts with a market value of over $55 million and provides yacht clearing agent services for an additional 12 yachts. The Paradise Group of Companies 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, 2 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 16.1% for the nine months ended September 30, 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 completed and implemented a fully automated, self-service reservation website and platform for the Paradise Group of Companies on September 1, 2023; www.chartersmarter.com.

○

Company-owned websites, direct ticket sales and other non-OTA channels represented 69% of our revenue in the nine months ended September 30, 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 16.1% 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 31% of our revenue in the nine months ended September 30, 2023. Our primary OTA provider, Viator, represented 26% of revenue for the nine months ended September 30, 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.

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●

Highly Experienced Management Team. Our management team consists of highly skilled technology, marketing and hospitality professionals. See “Management” beginning on page 144 of this prospectus for a detailed discussion of our management team.

○

Scott Stawski, our co-Founder and Executive Chairman of the Board of Directors is a recognized digital technology thought leader. He has served in various executive roles at leading technology companies including DXC Technology (NYSE: DXC) and its predecessor company Hewlett Packard. Mr. 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.

○

Rob Chapple, our Chief Executive Officer and Director has over 25 years of experience in leading marketing and business operations in various industries. Since January 2020, Mr. Chapple served as the co-founder and chief customer officer of New York-based Esellas, a revenue performance management company. Prior to that, from 2017 to 2019, Mr. Chapple served as the chief revenue officer for Civis Analytics, a Google Eric Schmidt backed venture, where he helped create new data analytics product strategies and go to market initiatives. Mr. Chapple held various global management roles from 2001 until 2017 with Hewlett Packard Enterprise Services and its predecessor EDS.

○

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 guest services and day-to-day charter 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 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.

○

Amphitrite Digital has an independent Board of Directors consisting of financial, merger and acquisition, technology, hospitality and safety experts who are a source of valuable counsel and oversight to the company.

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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.

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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.

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SUMMARY RISK FACTORS

●

Scott Stawski, our co-Founder, Executive Chairman and Chief Revenue Officer, and Hope Stawski, our co-Founder and President, are husband and wife collectively hold approximately 57.8% of our Common Stock as of September 30, 2023 and will collectively hold 49.7% 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, Executive Chairman, and Chief Revenue Officer and co-Founder and President, Rob Chapple, our CEO 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.

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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.

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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 1,904,762 shares of Common Stock.

Public Offering Price		The assumed public offering price is between $4.25 and $6.25 per share of Common Stock.

Common Stock outstanding before this Offering⁽¹⁾		11,685,279 shares of Common Stock

Common Stock outstanding after this Offering⁽¹⁾		13,590,041 shares of Common Stock or 13,875,755 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 $8,500,000 net proceeds from this Offering (approximately $9,880,000 if the underwriters exercise their over-allotment option in full), assuming an Offering price of $5.25 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 a pending acquisition, debt retirement for a prior acquisition, technology development, marketing program expansion, executive and management recruitment, future acquisitions, and general working capital. Please see “USE OF PROCEEDS” on page 54 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 20 of this prospectus before deciding whether or not to invest in our securities.

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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 177.

(1)

The number of shares of Common Stock outstanding after this Offering, as set forth in the table above, is based on 11,685,279 shares of the Common Stock outstanding as of the date of this prospectus, which excludes, as of that date, (i) outstanding options to purchase 1,821,736 shares of the Common Stock granted but unvested as of the date of this Offering pursuant to our Incentive Plans adopted on April 1, 2022 (the “Plan”) (ii) options to purchase 1,927,431 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.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary financial data have been derived from the Company’s (i) unaudited consolidated financial statements included elsewhere in this prospectus as of September 30, 2023 and for nine months ended September 30, 2023 and 2022 and (ii) audited financial statements as of and for the years ended December 31, 2022 and 2021 that are included elsewhere in this prospectus. The financial statements have been prepared and presented in accordance with U.S. GAAP. The results for the nine months ended September 30, 2023 are not necessarily indicative of the results expected for a full year or for future periods. In the opinion of the Company’s management, the unaudited consolidated financial statements for interim periods include all adjustments consisting of normal recurring adjustments necessary for a fair statement of the results for such interim periods. This summary financial information should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Unaudited Pro Forma Consolidated Financial Information” and the Company’s audited consolidated financial statements and the related notes included elsewhere in this prospectus.

	For the Nine Months Ended September 30,						For the Year Ended December 31,
(in USD dollars)	2023			2022			2022			2021
	(unaudited)						(audited)
Consolidated Statements of Operations Data:
Revenue	$	6,993,366		$	4,508,743		$	4,591,690		$	2,059,001
Cost of revenue	$	4,187,746		$	2,450,688		$	3,791,356		$	1,633,373
Operating loss	$	(2,702,803	)	$	(1,272,960	)	$	(2,594,886	)	$	100,901
Net loss	$	(4,342,250	)	$	(1,647,792	)	$	(3,010,701	)	$	72,624

	As of September 30,			As of December 31,
(in USD dollars)	2023			2022			2021
	(unaudited)			(audited)
Consolidated Balance Sheet Data:
Cash (includes restricted cash)	$	62,000		$	134,868		$	1,027
Total Assets	$	8,810,419		$	4,904,395		$	1,681,162
Total Liabilities	$	10,631,529		$	6,222,817		$	1,864,218
Working Capital (deficit)⁽¹⁾	$	(5,862,772	)	$	(1,616,875	)	$	(487,248	)

(1)

Working capital deficit is defined as the difference between current assets and current liabilities including acquisition debt to be paid with use of proceeds from this Offering.

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Certain Non-GAAP Financial Measures

Amphitrite uses Adjusted EBITDA to identify and target operational results which is beneficial to management and investors in evaluating operational effectiveness. Adjusted EBITDA is a supplemental measure of the Company’s performance that is not required by, or presented in accordance with, U.S. GAAP. Adjusted EBITDA is not a measurement of Amphitrite’s financial performance under U.S. GAAP and should not be considered as an alternative to net income (loss) or any other performance measure derived in accordance with U.S. GAAP. Amphitrite’s calculation of this non-GAAP financial measure may differ from similarly titled non-GAAP measures, if any, reported by other companies. This non-GAAP financial measure should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP.

Non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, non-GAAP financial measures may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies.

Amphitrite presents Adjusted EBITDA because it considers this measure to be an important supplemental measure of its performance and believes it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in its industry. Management believes that investors’ understanding of the Company’s performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing its ongoing results of operations.

Amphitrite calculates Adjusted EBITDA as net income (loss) adjusted for depreciation and amortization, interest expense, income tax expense, share-based compensation expenses, legal settlements, non-recurring expenses related to acquisitions, and transaction expenses related to this offering.

The following table presents a reconciliation of Adjusted EBITDA to loss for each of the periods indicated.

	Nine Months Ended September 30,						Year End December 31,
(in USD dollars)	2023			2022			2022			2021
Net loss	$	(4,342,250	)	$	(1,647,792	)	$	(3,010,701	)	$	72,624
Addback:
Depreciation and amortization		742,392			410,637			587,922			230,448
Interest expense		1,634,266			145,665			190,249			44,555
Income tax expense (benefit)
Settlements⁽¹⁾					250,000			250,000
Share-based compensation expense⁽²⁾		1,720,244			1,242,500			1,654,546
Non-recurring expenses related to acquisitions⁽³⁾		836,898			467,881			562,348
Transaction costs⁽⁴⁾		425,000			115,000			220,000
Adjusted EBITDA	$	1,016,550		$	983,891		$	454,364		$	347,627

(1)

Represents an adjustment for a non-recurring legal settlement for $250,000.

(2)

Represents non-cash expenses related to equity-based compensation programs used primarily for employee retention incentives related to acquisitions, which vary from period to period depending on various factors including the timing, number, and the valuation of awards.

(3)

Represents non-recurring expenses related to the acquisition of Paradise Adventures LLC in January 2023, the pending acquisition of the Paradise Group of Companies to close with this Offering and the acquisition of Windy of Chicago Ltd in January 2022.

(4)

Represents costs related to a public company transaction, including accounting, legal, and listing costs.

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SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The summary unaudited pro forma consolidated financial data of the Company presented below has been derived from our unaudited pro forma consolidated financial statements included elsewhere in this prospectus. The summary unaudited pro forma consolidated financial data give effect to the acquisition of Paradise Adventures LLC on January 18, 2023, the pending acquisition of the Paradise Group of Companies to occur with the use of proceeds described in “Our Organizational Structure” and “Use of Proceeds,” and the financial impact of this Offering.

The summary unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023, and for the year ended December 31, 2022, gives effect to the of acquisition of Paradise Adventures LLC on January 18, 2023 as if it had occurred on January 1, 2022. The summary unaudited pro forma condensed combined balance sheet as of September 30, 2023, gives effect to the acquisition of the Paradise Group of Companies, to occur with the Use of Proceeds from this Offering, as if it had occurred on September 30, 2023. The summary unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023, and for the year ended December 31, 2022, gives effect to the of acquisition of the Paradise Group of Companies, to occur with the Use of Proceeds from this Offering, as if it had occurred on January 1, 2022. The summary unaudited pro forma condensed combined balance sheet as of September 30, 2023, gives effect to the financial impact of this Offering, as if it had occurred on September 30, 2023. The summary unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023, and for the year ended December 31, 2022, gives effect to the financial impact of this Offering, as if it had occurred on January 1, 2022.

The unaudited pro forma consolidated statement of operations for the year ended December 31, 2022 combines figures derived from the separate audited consolidated statement of operations of our Company, Paradise Adventures LLC and The Paradise Group of Companies’ audited consolidated statement of operations for the year ended December 31, 2022. The unaudited pro forma consolidated financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this Offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future.

Our historical results presented herein are not necessarily indicative or predictive of results in any future period. 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 consolidated 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” for further discussion of the use of the below non-GAAP financial measures.

This summary pro forma financial information should be read in conjunction with the section entitled “Unaudited Pro Forma Consolidated Financial Information” and the related notes included elsewhere in this prospectus.

(in USD dollars)	As of September 30, 2023
Unaudited Pro Forma Consolidated Balance Sheet Data:
Cash	$	5,459,691
Total Assets	$	20,448,923
Total Liabilities	$	9,237,193
Total shareholders’ equity	$	11,211,730

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	For the Nine Months Ended September 30,			For the Year Ended December 31,
(in USD dollars)	2023			2022
	(unaudited)
Unaudited Pro Forma Consolidated Statements of Operations Data:
Revenue	$	13,798,594		$	17,159,436
Cost of revenue, including vessel depreciation expense	$	9,272,635		$	13,394,526
Operating profit (loss)	$	(2,648,186	)	$	(2,808,502	)
Net profit (loss)	$	(2,710,983	)	$	(2,904,581	)
Weighted average shares outstanding – basic and diluted	$	12,943,158		$	10,419,532
Net profit (loss) per share – basic and diluted	$	(0.21	)	$	(0.28	)

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RISK FACTORS

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

Macroeconomic, Business, Market and Operational Risks

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

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

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

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

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

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

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

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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 invasion of Ukraine, and, more recently, the Israel-Hamas war, have 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 Israel-Hamas war, including its spread into a broader regional conflict and escalating geopolitical tensions as a result thereof, the invasion of Ukraine, and other general concerns. The Israel-Hamas war and the conflict between Russia and Ukraine and its resulting impacts, including supply chain disruptions, increased fuel prices and international sanctions and other measures that have been imposed, have adversely affected, and may continue to adversely affect, our business. These factors may also have the effect of heightening many other risks to our business, any of which could materially and adversely affect our business and results of operations. Additionally, we have been, and may continue to be, impacted by heightened regulations around customs and border control, travel bans to and from certain geographical areas, voluntary changes to our itineraries in light of geopolitical events, government policies increasing the difficulty of travel and limitations on issuing international travel visas. We have been, and may continue to be, impacted by inflation and supply chain disruptions and may also be impacted by adverse changes in the perceived or actual economic climate, such as global or regional recessions, higher unemployment and underemployment rates and declines in income levels.

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

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

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

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

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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 drydocking could have a material adverse effect on our business, results of operations and financial condition. These events and any related adverse publicity could result in lost revenue, increased operating expenses, or both, and thus adversely affect our results of operations.

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

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

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

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

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

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

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

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

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

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

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

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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. Our Seas the Day USVI business unit is in the northern Caribbean with a hurricane season that lasts from June to November of each year. Hurricanes, tropical storms or other significant weather may increase in frequency, severity or duration and these types of events could exacerbate their impact and disrupt our operations or make certain destinations less desirable or unavailable impacting our revenues and profitability further. Any of the foregoing could have an adverse impact on our results of operations and on industry performance. In addition, these and any other events that impact the travel industry more generally may negatively impact our ability to deliver guests or crew to our expeditions and/or interrupt our ability to obtain services and goods from key vendors in our supply chain. Any of the foregoing could have an adverse impact on our results of operations and on industry performance.

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

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

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

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

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Risks Related to Our Financial Condition

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

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

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

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

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

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fluctuations in demand for our travel services and destinations, including as a result of our anticipated acquisition of the Paradise Group of Companies upon the consummation of this Offering and acquisition of Paradise Adventures LLC on January 18, 2023;

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fluctuations in the pricing of our travel services and destinations, including as a result of our introduction of new tours and activities as a result of the anticipated acquisition of the Paradise Group of Companies upon the consummation of this Offering and acquisition of Paradise Adventures LLC on January 18, 2023;

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fluctuations in the usage of our travel services and destinations;

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our ability to attract new customers for our travel services and destinations;

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our ability to retain existing customers for our travel services and destinations;

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investments in new products, features, and functionality for our websites;

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the timing of our customers’ purchases;

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the speed with which customers are able to use our platform to locate and book our travel excursions;

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public awareness of our brand;

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our ability to control costs, including our operating expenses;

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the amount and timing of costs associated with our cloud computing infrastructure, particularly the cloud services provided to us by our three largest providers, GoDaddy, Fareharbor and Microsoft;

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the amount and timing of payment for operating expenses, particularly sales and marketing expenses;

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the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments, and other non-cash charges;

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the amount and timing of costs associated with recruiting, training, and integrating new employees and retaining and motivating existing employees;

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the effects of mergers, acquisitions, and their integration;

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general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate, and related difficulties in collections;

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health epidemics or pandemics, such as the coronavirus pandemic;

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health incidents connected to or occurring on one of our maritime vessels and the accompanying reputational damage to our business;

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changes in regulatory or legal environments that may cause us to incur, among other things, expenses associated with compliance, particularly with respect to compliance with evolving privacy and data protection laws and regulations;

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the overall tax rate for our business, which may be affected by the mix of income we earn in the United States and in the U.S. Virgin Islands, which has comparatively lower tax rates, the effects of stock-based compensation, and the effects of changes in our business;

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the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period;

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changes in the competitive dynamics of our market, including consolidation among competitors; and

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significant security breaches of technical difficulties with, or interruptions to, the delivery and use of our online platform.

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.

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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:

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research and development, including investments in our engineering teams and in further differentiating our platform and solutions, as well as the development of new products and features;

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our sales and marketing organizations, to engage our existing and prospective customers, increase brand awareness and drive adoption and expansion of our platform and solutions;

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platform and solution development and sales and marketing initiatives to grow our presence in new industries and develop use cases beyond the education industry;

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our technology infrastructure, including systems architecture, scalability, availability, performance, and security;

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acquisitions or strategic investments;

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geographical expansion; and

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

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

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

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

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

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

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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;

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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;

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Fixed asset financing for maritime tour vessels in the amount of $1,801,860; and

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SBA loans totaling $1,819,425.

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:

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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;

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exposing us to the risk of higher interest rates because certain of our borrowings, including our SBA secured borrowings are at variable rates of interest;

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restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

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limiting our ability to obtain additional equity or debt financing for general corporate purposes, acquisitions, investments, capital expenditures or other strategic purposes;

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limiting our ability to adjust to changing business conditions and placing us at a competitive disadvantage to our less highly leveraged competitors; and

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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 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:

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incur additional indebtedness;

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pay dividends on, repurchase or make distributions in respect of equity interests or make other restricted payments;

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make certain investments;

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sell certain assets;

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create liens on certain assets to secure debt;

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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

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enter into certain transactions with affiliates; and

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designate our subsidiaries as unrestricted subsidiaries.

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.

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Risks Relating to Our Business

Failure to complete the acquisition of Paradise Group of Companies could materially and adversely affect our results of operations and the market price of our common stock.

Our expected consummation of the acquisition of Paradise Group of Companies is subject to many contingences and conditions, including raising the financing required to pay the acquisition consideration. While the company plans to complete the acquisition of the Paradise Group of Companies with the Use or Proceeds from this Offering, there is no guarantee the acquisition will be completed. Failure to close this acquisition will significantly change the pro forma financial statements provided in this Prospectus. Upon closing of this acquisition, the Company has indicated in the pro forma consolidated financial statements significant synergies to be achieved upon integration of this acquisition. Failure of the integration to achieve these synergies will significantly change the pro forma consolidated financial statements provided in this Registration Statement. We cannot assure you that we will be able to successfully consummate the acquisition of Paradise Group of Companies as currently contemplated or at all. Risks related to the failure of our expected acquisition of Paradise Group of Companies include, but are not limited to, the following:

	●	we may not realize the same benefits as if the acquisition of Paradise Group of Companies had been consummated;

	●	we expect to incur, and have incurred, significant fees and expenses regardless of whether the acquisition of Paradise Group of Companies is consummated, including due diligence fees and expenses, accounting fees in connection with the preparation of financial statements, and legal fees and expenses;

	●	we may experience negative reactions from customers, clients, business partners, lenders, and employees;

	●	the trading price of our common stock may decline to the extent that there’s a market assumption that the acquisition of Paradise Group of Companies will be completed; and

	●	the attention of our management may be diverted to the acquisition of Paradise Group of Companies rather than to our own operations and the pursuit of other opportunities that could have been beneficial to us.

Our expected acquisition of the Paradise Group of Companies carry inherent risks which could adversely impact our financial performance and condition.

In March 2023 we entered into a Purchase Agreement to acquire the Paradise Group of Companies, which we anticipate completing upon the consummation of this Offering. Accordingly, the Company cannot make any assurances that the anticipated Paradise Group of Companies acquisition will be completed timely or at all, or that if completed, we would realize the anticipated benefits of such acquisitions. Acquisitions, such as our expected acquisition of Paradise Group of Companies, 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 associated with our expected acquisition of the Paradise Group of Companies could adversely impact our financial condition and results of operations.

If we make any acquisitions, they may disrupt or have a negative impact on our business.

If we make acquisitions in the future, we could have difficulty integrating the acquired business’ assets, personnel and operations with our own. In addition, the key personnel of the acquired business may not be willing to work for or with us. We cannot predict the effect that an acquisition may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees. and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following:

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the difficulty of integrating acquired products, services or operations;

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	●	the potential disruption of the ongoing businesses and distraction of our management and the management of the acquired business;

	●	difficulties in aligning procedures, controls, and policies;

	●	the potential impairment of relationships with customers, clients, business partners, lenders, and employees as a result of any integration of new management personnel;

	●	the potential inability or failure to enhance our customer base through cross-marketing of new products or services to our new and existing customers and clients;

	●	known and unknown liabilities and costs associated with acquired business, or the need to spend significant amounts to retool, reposition or modify the marketing and sales of acquired operations, or the defense of any litigation, whether or not successful, resulting from actions of the acquired business prior to our acquisition; and

	●	potential expenses under or to comply with applicable laws, rules, and regulations.

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

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

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

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

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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.

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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. Our industry is highly regulated by the United States Coast Guard and other federal, state and territory authorities. Our maritime vessels rely on annually being approved by these authorities to be placed into maritime service. Failure to receive appropriate annual certifications to place our maritime vessels in service would cause serious financial harm to the Company.

Our industry involves passenger transportation and passenger activities on designated waterways. Maritime transportation and activities are inherently dangerous and subject the company to an enhanced risk of litigation. 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.

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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:

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the absence of effective laws to protect our intellectual property rights;

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multiple and possibly overlapping and conflicting tax laws;

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duties, taxes or government royalties, including the imposition or increase of withholding and other taxes on the activities of, and remittances and other payments by, our USVI subsidiaries;

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restrictions on the movement of cash;

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the burden of complying with a variety of national and local laws;

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political, economic and social instability, including as a result of Russia’s invasion of Ukraine; and

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potential travel restrictions.

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.

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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.

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

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

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

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

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

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

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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.

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We depend upon relationships with OTAs, which represented 31% of our business for the nine months ended September 30, 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 31% of our business for the nine months ended September 30, 2023. This revenue concentration in OTAs makes us particularly dependent on factors affecting those OTAs. For example, if demand for their services decreases, travel buyers may stop utilizing our services or move all or some of their business to competitors or competing channels.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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Industry Risks

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

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

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widespread health concerns, epidemics or pandemics, such as the COVID-19 pandemic, the Zika virus, H1N1 influenza, the Ebola virus, avian flu, SARS or any other serious contagious diseases;

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global security concerns caused by terrorist attacks, the threat of terrorist attacks, or the precautions taken in anticipation of such attacks, including elevated threat warnings or selective cancellation or redirection of travel;

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cyber-terrorism, political unrest, the outbreak of hostilities or escalation or worsening of existing hostilities or war, such as Russia’s invasion of Ukraine, resulting sanctions imposed by the U.S. and other countries and retaliatory actions taken by sanctioned countries in response to such sanctions;

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natural disasters or severe weather conditions, such as hurricanes, flooding and earthquakes;

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climate change-related impact to travel destinations, such as extreme weather, natural disasters and disruptions, and actions taken by governments, businesses and supplier partners to combat climate change;

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the occurrence of travel-related accidents or the grounding of aircraft due to safety concerns;

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material downturns in the US economy;

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increases in fuel expenses for our vessels that cause increases in our customer fees;

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the impact of macroeconomic conditions and labor shortages on the cost and availability of airline travel to our destinations; and

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adverse changes in visa and immigration policies or the imposition of travel restrictions or more restrictive security procedures.

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

The travel industry is highly competitive.

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

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

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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.

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Risks Related to our Management

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

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

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

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

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

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

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

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

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

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

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

Sales of a substantial number of shares of our Common Stock or securities convertible into our Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock. Upon the closing of this Offering, we will have 13,590,041 shares of our Common Stock outstanding, based on the number of outstanding shares which may be sold after the expiration of lock-up agreements at least 180 days after the date of this prospectus, unless held by an affiliate of ours, as more fully described in the section entitled “SHARES ELIGIBLE FOR FUTURE SALE.” Moreover, we also intend to register all shares of Common Stock that we may issue after this Offering under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements described above and the section entitled “Lock-Up Agreements.” If a large number of shares of our Common Stock or securities convertible into our Common Stock are sold in the public market after they become eligible for sale, the sales could reduce the trading price of our Common Stock and impede our ability to raise future capital. As of the date of this prospectus, we had 11,685,279 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 88,314,721 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.

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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 100,000,000 shares of Common Stock. As of the date of this prospectus, we had 11,685,279 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 88,314,279 shares of Common Stock, including the shares being offered under this prospectus. The future issuance of the Common Stock may result in substantial dilution in the percentage of the Common Stock held by our then existing stockholders. We may value any Common Stock issued in the future on an arbitrary basis, including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders and might have an adverse effect on any trading market for the Common Stock.

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

The market price of the Common Stock could decline as a result of sales of a large number of shares of Common Stock in the market after this Offering, and the perception that these sales could occur may also depress the market price of the Common Stock. Based on 11,685,279 shares outstanding as of the date of this prospectus, we will have 88,314,279 shares of Common Stock outstanding after this Offering based on the assumed Offering price. Of these shares, the Common Stock sold in this Offering will be freely tradable in the United States, except for any shares purchased by our “affiliates” as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). The holders of 1% shares of outstanding Common Stock have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their Common Stock during the 180-day period beginning on the date of the IPO prospectus (which period may be reduced to a minimum of 90 days if we meet certain stock price milestones), except with the prior written consent of the underwriters. After the expiration of such restricted period, these shares may be sold in the public market in the United States, subject to prior registration in the United States, if required, or reliance upon an exemption from U.S. registration, including, in the case of shares held by affiliates or control persons, compliance with the volume restrictions of Rule 144. Upon effectiveness of that registration statement, subject to the satisfaction of applicable exercise periods and, in certain cases, lock-up agreements with the representatives of the underwriters referred to above, the shares of Common Stock issued upon exercise of outstanding options will be available for immediate resale in the United States in the open market. Sales of the Common Stock as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause our stock price to decline and make it more difficult for you to sell shares of the Common Stock.

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

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

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

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

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actual or anticipated fluctuations in our quarterly or annual operating results;

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actual or anticipated changes in the pace of our corporate achievements or our growth rate relative to our competitors;

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failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;

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issuance of new or updated research or reports by securities analysts;

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share price and volume fluctuations attributable to inconsistent trading volume levels of our Common Stock;

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additions or departures of key management or other personnel;

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announcement or expectation of additional debt or equity financing efforts;

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sales of our Common Stock by us, our insiders or our other stockholders; and

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general economic, market or political conditions in the United States or elsewhere (including, without limitation, conditions arising out of the COVID-19 pandemic).

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

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

The public offering price of the shares of Common Stock offered hereby will be substantially higher than the net tangible book value per share of our Common Stock. Therefore, if you purchase shares in this Offering, you will pay a price per share of the Common Stock that substantially exceeds our net tangible book value per share after this Offering. Based on an assumed Offering price of $5.25 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 $4.66, representing the difference between our pro forma net tangible book value per share, after giving effect to this Offering, and the assumed Offering price. In addition, purchasers of our Common Stock in this Offering will have contributed approximately 84.3% of the aggregate price paid by all purchasers of our Common Stock but will own only approximately 14% 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.

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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:

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whether we achieve our anticipated corporate objectives;

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actual or anticipated fluctuations in our quarterly or annual operating results;

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changes in our financial or operational estimates or projections;

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our ability to implement our operational plans;

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termination of the lock-up agreement or other restrictions on the ability of our stockholders to sell shares after this Offering;

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changes in the economic performance or market valuations of companies similar to ours; and general economic or political conditions in the United States or elsewhere.

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

Scott Stawski, our co-Founder, Chairman and Chief Revenue Officer, and Hope Stawski, our co-Founder, President, and Director, are husband and wife and collectively hold approximately 57.8% of our Common Stock as of September 30, 2023 and will hold 49.7% 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 49.7% of the voting power of our outstanding Common Stock, voting together as a single class, based on the number of shares outstanding as of the date of this prospectus. These stockholders currently have, and likely will continue to have, considerable influence with respect to the election of our board of directors and approval or disapproval of all significant corporate actions. The concentrated voting power of these stockholders collectively could have the effect of delaying or preventing a significant corporate transaction, such as a merger or other sale of our company or our assets. This concentration of ownership will limit the ability of other stockholders to influence corporate matters and may cause us to make strategic decisions that could be adverse to the interests of other stockholders. If Scott and Hope Stawski were to own more than 50% of the voting power, the post IPO Company would be a “controlled company” within the meaning of applicable Nasdaq corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements; (1) that a majority of the Company’s board of directors consist of independent directors, (2) that the Company’s board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that the Company’s board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. The Company may intend to take advantage of these exemptions. While Amphitrite has elected to not be treated as a “controlled company,” it could change that election in the future.

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

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

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

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

Provisions in our bylaws may have the effect of delaying or preventing a change of control or changes in our management. Further, Scott and Hope Stawski, our Chairman/Chief Revenue Officer and President/Director, respectively, collectively hold 6,600,200 shares of our Common Stock representing approximately 57.8% as of September 30, 2023, or approximately 49.7% if 1,904,762 of the shares offered are sold in this Offering 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.

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Risks Related to SEC Reporting and Public Company Status

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.

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

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

General Risk Factors

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

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

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

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

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

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

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

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

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

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

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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.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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our expectations regarding our revenue, expenses, and other operating results;

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our ability to acquire new customers and successfully retain existing customers;

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our ability to increase usage of our services and destinations and upsell and cross sell additional products and services;

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our ability to achieve or sustain our profitability;

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our estimated market opportunity;

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future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;

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the costs and success of our sales and marketing efforts, including our ability to grow and maintain our channel partners, and our ability to promote our brand;

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our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;

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our ability to effectively manage our growth, including any international expansion;

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our ability to protect our intellectual property rights and any costs associated therewith;

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our ability to compete effectively with existing competitors and new market entrants; and

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the increased expenses associated with being a public company.

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.

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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.

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USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $8.5 million (or approximately $9.88 million 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 $5.25 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 $1.00 increase or decrease in the assumed public offering price of $5.25 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 $1,619,048, 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 $446,250 assuming no change in the assumed public offering price of $5.25 per share of Common Stock (the midpoint of the range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated Offering expenses payable by us.

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

Priority	Expenditure	Amount
1	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
2	Paradise Group of Companies acquisition. $3,078,000 of the $3,140,000 required to consummate the acquisition of PGC. Balance of $62,000 is currently in escrow with PGC	$	3,078,000
3	Technology development of “The Helm” integrated digital operating platform	$	1,500,000
4	Reserve for future acquisitions- see Note below.	$	1,346,001
5	Design and implement new digitally enabled customer acquisition programs	$	750,000
6	Recruitment and general working capital	$	250,000
	Total	$	8,500,000

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

We intend to enter new geographic markets through acquisitions of existing and well-established maritime tour activity and attraction operators. Once we begin operating in a geographic market we expect to grow our business organically, however small synergistic acquisitions in such markets may be considered. We intend to utilize approximately $1.346 million of the net proceeds from this Offering for acquisitions in the later part of 2023 or early 2024. As of September 30, 2023, we have not engaged in substantive discussions regarding the terms of any potential transactions.

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

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

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

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DETERMINATION OF OFFERING PRICE

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

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our prospects and the industry in which we operate;

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our financial information;

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financial and operating information and market valuations of publicly traded companies engaged in activities similar to ours;

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the prevailing conditions of U.S. securities markets at the time of this Offering; including the novel coronavirus, COVID-19;

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the recent market prices of, and the demand for, publicly traded shares of generally comparable companies;

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our past and present financial and operating performance; and

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other factors deemed relevant by us and the underwriters.

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

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DIVIDEND POLICY

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

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CAPITALIZATION

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

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on an actual basis; and

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on a pro forma as adjusted basis to reflect (1) our sale of 1,904,762 shares of common stock in this offering at an assumed initial public offering price of $5.25 per share, which is the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, (2) the application of $1,575,999 of the net proceeds of this offering to repay indebtedness outstanding related to our acquisition of Paradise Adventures LLC as described in “Use of Proceeds”, and (3) our acquisition of the Paradise Group of Companies to be completed upon the consummation of this Offering including the payment of $3,078,000 of the net proceeds of this Offering as cash payment for the acquisition, as described in “Use of Proceeds”.

You should read this table in conjunction with “UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION”, “USE OF PROCEEDS”, “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.

	Actual as of Sept 30, 2023			Pro forma As Adjusted⁽¹⁾
Cash (included restricted cash)		62,000			5,459,491
Short-term Debt (Notes Payable)⁽²⁾		4,376,637			2,800,638
Long-term Debt (Notes Payable)		3,559,672			3,559,672

Stockholders’ Equity/(deficit)
Preferred stock, no par value per share, no shares authorized, issued, and outstanding		None			None
Common stock, par value $0.01 per share, 100,000,000 shares authorized, 11,424,951 shares issued and outstanding Sept 30, 2023. Pro forma as adjusted⁽³⁾		114,249			142,167
Additional paid-in capital	$	6,366,360		$	17,818,217
Accumulated deficit		(8,301,719	)		(6,748,654	)
Total stockholder’s equity (deficit)		(1,821,110	)		11,211,730
Total Capitalization	$	6,177,199		$	23,031,531

(1)

A $1.00 increase (decrease) in the Offering price of our Common Stock of $5.25 per share of Common Stock would increase (decrease) the as-adjusted amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $1,619,048 after deducting the underwriting discount and estimated Offering expenses payable by us. We may also increase or decrease the number of shares of the Common Stock we are Offering. Each increase (decrease) of 100,000 in the number of shares of the Common Stock offered by us would increase (decrease) the as-adjusted amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $446,250 after deducting the underwriting discount and estimated Offering expenses payable by us.

(2)

Includes current portions of related party and commercial notes payable. Pro forma as adjusted reflects the elimination of $1,575,999 of short-term Notes Payable associated with the acquisition of Paradise Adventures LLC.

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(3)

Pro forma as adjusted par value per share reflects 11,424,951 at par value of $114,249 as of September 30, 2023 adjusted by an increase of $27,918. This reflects a common stock equity increase of $8,870 for the par value stock equity of the issuance of 887,006 shares of the Company Common Shares issued as part of the acquisition of PGC, and it reflects common stock equity increase of $11,669 for the par value stock equity of the issuance of 1,904,762 Company Common Shares for this Offering.

The number of shares of Common Stock outstanding on, as set forth in the table above, is based on 11,424,951 shares of the Common Stock outstanding as of September 30, 2023, which excludes, as of that date, (i) 260,328 shares issued pursuant to our Incentive Plans adopted on April 1, 2022 (the “Plan”) subsequent to September 30, 2023 the date of our interim financial statements (ii) options to purchase 1,821,736 shares of the Common Stock granted but unvested as of the date of this Offering, pursuant to our Incentive Plan (iii) options to purchase 1,927,431 shares of the Common Stock available for future issuance under the Plans, and (iv) 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.

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DILUTION

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

Our historical net tangible book value (deficit) as of September 30, 2023, was ($2,704,274) or ($0.24) 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 September 30, 2023. This data is solely based on the historical amounts as shown in our balance sheet as of September 30, 2023.

Our pro forma net tangible book value (deficit) giving effect to the pending Paradise Group of Companies acquisition anticipated to occur with this Offering use of proceeds was ($2,259,392) or ($0.18) per share based on an estimate of 12,311,957 shares outstanding after completion of the acquisition of the Paradise Group of Companies.

After giving further effect to our sale of the Common Stock in this Offering at an assumed Offering price of $5.25 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 September 30, 2023, would be approximately $4,763,806, or approximately $0.35 per share. This represents an immediate increase in pro forma as adjusted net tangible book value per share of $0.59 to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value per share of approximately $4.66 to new investors purchasing the Common Stock in this Offering. Dilution per share to new investors purchasing the Common Stock in this Offering is determined by subtracting pro forma as adjusted net tangible book value per share after this Offering from the assumed Offering price per share paid by new investors. The following table illustrates this dilution on a per share basis:

Assumed Offering price per share of Common Stock.	$	5.25
Historical net tangible book value (deficit) per share as of September 30, 2023.	$	(0.24	)
Pro forma net tangible book value (deficit) per share giving effect to the Paradise Group of Companies acquisition and this Offering.	$	0.35
Increase in pro forma as adjusted net tangible book value per share attributed to new investors purchasing shares in this Offering.	$	0.59
Dilution per share to new investors purchasing shares in this Offering.	$	(4.66	)

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

A $1.00 increase (decrease) in the assumed Offering price of $5.25 per share of Common Stock would increase (decrease) our pro forma as-adjusted net tangible book value by $0.15 the pro forma as-adjusted net tangible book value per share after this Offering by $0.14 and the dilution per share to new investors by $0.91, 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 100,000 shares in the number of shares offered by us would increase (decrease) our pro forma as-adjusted net tangible book value by $0.042 the pro forma as-adjusted net tangible book value per share after this Offering by $0.039 and the dilution per share to new investors by $0.24, assuming the assumed public offering price remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

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If the underwriters exercise their option to purchase additional shares of Common Stock in this Offering in full at the assumed Offering price of $5.25 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 $0.45 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 $(4.56) per share.

The following table sets forth, on the pro forma as adjusted basis described above as of September 30, 2023, the differences between our existing stockholders and the purchasers of shares of our Common Stock in this Offering with respect to the number of shares of the Common Stock purchased from us, the total consideration paid to us and the weighted average price paid per share paid to us, based on an assumed Offering price of $5.25 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.

	Shares Purchased				Total Consideration				Average Price Per
	Amount		Percent		Amount		Percent		Share
Existing stockholders¹		1,386,183		42.1	$	1,583,498		15.7	$	1.14
New investors		1,904,762		57.9	$	8,500,000		84.3	$	5.25
Total		3,290,945			$	10,083,498			$	3.06

- ‘Existing stockholders’ in the above table reflects only stockholders defined as officers, directors, promoters and affiliated persons as required by Item 506 of SEC Regulation S-K.

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 38.8% 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 61.2% of the total number of shares outstanding after this Offering. ‘Existing stockholders’ in the above table reflects solely of investors defined as officers, directors, promoters and affiliated persons as required by Item 506 of SEC Regulation S-K.

The tables above do not include:

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options to purchase 1,821,736 shares of the Common Stock at exercise prices from $0.00 to $.01 per share, granted to certain of our officer, certain members of our Board of Directors and certain employees under our Incentive Plans adopted on April 1, 2022; and

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options to purchase 1,927,431 shares of the Common Stock available for future issuance under the Plans; and

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Underwriters’ Warrants to purchase up to 175,238 shares of the Common Stock issuable to the underwriters in connection with this Offering.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

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

Introduction

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

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The summary unaudited pro forma consolidated balance sheet as of September 30, 2023, gives effect to the acquisition of the Paradise Group of Companies, to occur with the Use of Proceeds from this Offering, as if it had occurred on September 30, 2023.

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The summary unaudited pro forma consolidated balance sheet as of September 30, 2023, gives effect to the financial impact of this Offering, as if it had occurred on September 30, 2023.

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The summary unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2023, and for the year ended December 31, 2022, gives effect to the acquisition of the Paradise Group of Companies, to occur with the Use of Proceeds from this Offering, as if it had occurred on January 1, 2022.

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The summary unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2023, and for the year ended December 31, 2022, gives effect to the financial impact of this Offering, as if it had occurred on January 1, 2022.

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

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

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Description of Pro Forma Transactions

On March 24, 2023, the Company and the Paradise Group of Companies entered into a Purchase Agreement to acquire PGC. On June 6, 2023, we entered into a First Amendment to the Purchase Agreement which extended the closing date of the transaction to on or before July 31, 2023. On July 31, 2023 we entered into a Second Amendment to the Purchase Agreement which extended the closing date of the transaction to on or before September 15, 2023, and eliminated the “Contingent Consideration” for financial performance for post-acquisition financial periods agreed upon in the initial Purchase Agreement. On September 15th, 2023, we entered into a Third Amendment to the Purchase Agreement which extended the closing date to on or before October 31, 2023. On November 1st, 2023, we entered into a Fourth Amendment to the Purchase Agreement which extended the closing date to on or before December 15th, 2023.

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

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

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

(1)

account for the acquisitions, in accordance with GAAP; and

(2)

reflect the financial impact of this Offering in conjunction with the acquisitions in accordance with Rule 11-01(a)(8) of Regulation S-X.

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

●

The accompanying notes to the unaudited pro forma consolidated financial information;

●

The separate unaudited consolidated financial statements of the Company as of and for the nine months ended September 30, 2023 and the related notes, included elsewhere in this prospectus;

●

The separate audited consolidated financial statements of the Company as of and for the year ended December 31, 2022 and the related notes, included elsewhere in this prospectus;

	●	The separate unaudited consolidated financial statements of the Paradise Group of Companies as of and for the nine months ended September 30, 2023 and the related notes, included elsewhere in this prospectus;

	●	The separate audited consolidated financial statements of Paradise Adventures LLC as of and for the year ended December 31, 2022 and the related notes, included elsewhere in this prospectus;

●

The separate audited consolidated financial statements of the Paradise Group of Companies as of and for the year ended December 31, 2022 and the related notes, included elsewhere in this prospectus; and

●

The section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Accounting for the Acquisition

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

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

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

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AMPHITRITE DIGITAL INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2023

(In USD dollars)

	Company			PGC		Historical Combined As of September 30, 2023			Transaction Accounting Adjustment			Reference	Pro Forma Combined as of September 30, 2023
Assets
Assets:
Cash	$	-			183,754		183,754			(1,560,127	)	A
										1,082,400		B
										3,846,000		C		3,551,877
Restricted cash		62,000			1,907,614		1,969,614			(62,000	)	D		1,907,614
Receivables		122,592			317,221		439,813			-				439,813
Prepaid expenses and other current assets		58,750			184,497		243,247			-				243,247
Deferred Offering costs		160,225			-		160,225			(160,225	)	E		-
Total Current Assets		403,567			2,593,086		2,996,653			3,146,098				6,142,551

Right-of-use assets, net		1,093,531			-		1,093,531			-				1,093,531
Deposits		32,475			20,150		52,625			-				52,625
Property and equipment, net		6,397,682			44,052		6,441,734			-				6,441,734
Goodwill		883,164			-		883,164			5,835,118		F		6,718,282
Total Assets		8,810,419		$	2,657,288		11,467,707			8,981,216				20,448,923

Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued expenses	$	1,365,159			157,235		1,522,394		$	(203,887	)	G		1,318,507
Contract liabilities		230,496			1,337,362		1,567,858			-				1,567,858
Lease liabilities, current portion		294,047			-		294,047			-				294,047
Current portion of notes payable, related parties		141,774			-		141,774			-				141,774
Current portion of notes payable, net of debt issuance costs		4,234,863			3,295		4,238,158			(1,826,855	)	H-1
										(1,576,000	)	H-2
														835,903
Funds held for others		-			570,252		570,252							570,252
Total Current Liabilities		6,266,339			2,068,144		8,334,483			(3,606,742	)			4,727,741

Long-Term Liabilities:
Lease liabilities, net of current portion		805,518			-		805,518			-				805,518
Related party notes payable, net of current portion		1,166,237			-		1,166,237			-				1,166,237
Notes payable, net of current portion		2,393,435			144,262		2,537,697			-				2,537,697
Total Liabilities		10,631,529			2,212,406		12,843,935			(3,606,742	)			9,237,193

Equity:
Common stock		114,249			-		114,249			8,870		I-1
										19,048		I-2		142,167
Additional paid-in capital		6,366,360			-		6,366,360			(160,225	)	J-1
										3,131,130		J-2
										8,480,952		J-3		17,818,217
Members’ equity		-			444,882		444,882			(444,882	)	K		-
Accumulated (deficit)/equity		(8,301,719	)		-		(8,301,719	)		1,553,065		L		(6,748,654	)
Total stockholders’ (deficit)/equity		(1,821,110	)		444,882		(1,376,228	)		12,587,958				11,211,730
Total Liabilities and Stockholders’ (Deficit)/equity	$	8,810,419		$	2,657,288	$	11,467,707		$	8,981,216			$	20,448,923

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AMPHITRITE DIGITAL INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2023

(In USD dollars)

	Company			PGC			Historical Combined Nine months Ended September 30, 2023			Transaction Accounting Adjustment		Reference	Pro Forma Combined Nine months Ended September 30, 2023
Revenues, Net	$	6,993,366		$	6,805,228		$	13,798,594			-		$	13,798,594

Cost of Revenue		4,187,746			5,084,889			9,272,635						9,272,635

Gross profit		2,805,620			1,720,339			4,525,959						4,525,959

Operating Costs and Expenses:
Compensation and related expenses (includes stock based compensation of $1,720,244)		2,924,038			1,665,722			4,589,760						4,589,760
General and administrative expenses		741,756						741,756						741,756
Marketing and advertising expenses		1,356,763						1,356,763						1,356,763
Professional and consulting		442,740						442,740						442,740
Depreciation expense		43,126						43,126			-			43,126
Total operating costs and expenses		5,508,423			1,665,722			7,174,145						7,174,145

Operating income (loss)		(2,702,803	)					(2,648,186	)					(2,648,186	)

Other Income (Expenses):
Interest expense		(1,634,266	)		(4,052	)		(1,638,318	)		1,553,065	M		(85,253	)
Other income		(5,181	)		27,637			22,456			-			22,456
Total other expenses, net		(1,639,447	)		23,585			(1,615,862	)		1,553,065			(62,797	)

Net Loss	$	(4,342,250	)	$	78,202		$	(4,264,048	)				$	(2,710,983	)

Net Loss per Share Basic and Diluted							$	(0.42	)				$	(0.21	)
Weighted-Average Common Shares Outstanding Basic and Diluted								10,151,390			2,791,768	N		12,943,158

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AMPHITRITE DIGITAL INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2022

(In USD dollars)

	AMDI			PGC			PA			Historical Combined Year Ended December 31, 2022			Pro Forma Adj.		Reference	Pro Forma Combined Year Ended December 31, 2022
Revenues, Net	$	4,591,690		$	10,529,733		$	2,038,013		$	17,159,436			-		$	17,159,436

Cost of Revenue		3,791,356			8,274,975			1,328,195			13,394,526						13,394,526

Gross profit		800,334			2,254,758			709,818			3,764,910						3,764,910

Operating Costs and Expenses:
Compensation and related expenses (includes stock based compensation of $1,654,546)		1,941,159			1,490,011			-			3,431,170						3,431,170
General and administrative expenses		896,086			625,842			696,210			2,218,138						2,218,138
Marketing and advertising expenses		439,218			117,478			-			556,696						556,696
Depreciation expense		118,757			-			46,011			164,768			202,640	O		367,408
Total operating costs and expenses		3,395,220			2,233,331			742,221			6,370,772			202,640			6,753,412

Operating loss		(2,594,886	)		21,427			(32,403	)		(2,605,862	)					(2,808,502	)

Other Income (Expenses):
Interest expense		(190,249	)		(5,699	)		(76,303	)		(272,251	)		76,303	M		(195,948	)
Legal settlement		(250,000	)		-			(90,000	)		(340,000	)		-			(340,000	)
Other income		24,434			71,816			343,619			439,869			-			439,869
Total other expenses, net		(415,815	)		66,117			177,316			(172,382	)		76,303			(96,079	)

Net Loss	$	(3,010,701	)	$	87,544		$	144,913		$	(2,778,244	)	$			$	(2,904,581	)

Net Loss per Share Basic and Diluted										$	(0.38	)	$	-		$	(0.28	)
Weighted-Average Common Shares Outstanding Basic and Diluted											7,327,764			3,091,768	N		10,419,532

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NOTES TO UNAUDITED PRO FORMA CONSOLIDATED

FINANCIAL INFORMATION

Note 1: Basis of Presentation

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

The summary unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2023, and for the year ended December 31, 2022, gives effect to the of acquisition of Paradise Adventures LLC on January 18, 2023 as if it had occurred on January 1, 2022. The summary unaudited pro forma consolidated balance sheet as of September 30, 2023, gives effect to the acquisition of the Paradise Group of Companies, to occur with the Use of Proceeds from this Offering, as if it had occurred on September 30, 2023. The summary unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2023, and for the year ended December 31, 2022, gives effect to the of acquisition of the Paradise Group of Companies, to occur with the Use of Proceeds from this Offering, as if it had occurred on January 1, 2022. The summary unaudited pro forma consolidated balance sheet as of September 30, 2023, gives effect to the financial impact of this Offering, as if it had occurred on September 30, 2023. The summary unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2023, and for the year ended December 31, 2022, gives effect to the financial impact of this Offering, as if it had occurred on January 1, 2022.

The unaudited pro forma consolidated statement of operations for the year ended December 31, 2022 combines figures derived from the separate audited consolidated statement of operations of our Company, Paradise Adventures LLC and the Paradise Group of Companies’ audited consolidated statement of operations for the year ended December 31, 2022. The unaudited pro forma consolidated financial information does not reflect any recurring cost savings, operating synergies, or revenue enhancements that the combined company may achieve as a result of the acquisition.

The unaudited pro forma consolidated financial information was prepared using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, with the Company as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical condensed consolidated financial statements of the Company and the historical condensed consolidated financial statements of the Paradise Group of Companies. Under ASC Topic 805, all assets acquired and liabilities assumed in a business combination are generally recognized and measured at their assumed acquisition date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the purchase price for the acquisition and the fair value of assets acquired and liabilities assumed over the acquisition consideration is recorded as goodwill.

The transaction accounting adjustments represent Company management’s best estimates and are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances. All significant intercompany balances and transactions between the Company and the Paradise Group of Companies have been eliminated in combination.

Our management has not identified any reclassification adjustments given all currently available information about the Paradise Group of Companies, which would be necessary to conform the presentation of PGC’s financial statements or accounting policies to those of the Company.

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Note 2: Calculation of Estimated Acquisition Consideration and Preliminary Purchase Price Allocation

The acquisition consideration for the purchase of the Paradise Group of Companies is $6.28 million consisting of $3.14 million in cash consideration and $3.14 million in Company common stock; 887,006 shares of Company stock valued at $3.54 per share; the Company’s most recent 409A valuation. On February 22, 2023, we had a third-party valuation firm perform a 409(A) valuation of our shares. It was determined that the shares had a valuation of $3.54 per share at such time. We utilized this per share valuation on March 24, 2023, when we entered into a Purchase Agreement to acquire PGC for purposes of calculating stock-based consideration consisting of 887,006 shares of Common Stock. In addition, we believe the discount to the offering price was appropriate to retain given the timing of the IPO and the uncertainty in the public markets. Further, these shares are unregistered and will be subject to a holding period before they can be sold, further justifying retaining the valuation.

Preliminary Purchase Price Allocation

We considered the guidance in ASC 820-10-35-54. Under the acquisition method of accounting, the identifiable assets acquired, and liabilities assumed of the Paradise Group of Companies will be recognized and measured at fair value as of the Closing Date and added to those of the Company, which will be carried at their historical cost. The difference between the acquisition purchase price and the fair value calculated will be recognized as goodwill.

The determination of fair value used in the transaction adjustments presented herein are preliminary and based on management estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the acquisition. The final determination of the purchase price allocation, upon completion of the acquisition, will be based on the Paradise Group of Companies’ assets acquired and liabilities assumed as of that date and will depend on a number of factors that cannot be predicted with certainty at this time. Therefore, the actual purchase price allocation to the assets and liabilities of the Paradise Group of Companies at time of the acquisition will differ from the transaction accounting adjustments presented in these unaudited condensed pro forma statements. Upon completion of the acquisition, the Company intends to engage a third-party valuation specialist to assist in the final determination of the purchase price allocation.

The following table sets forth a preliminary allocation of the estimated acquisition consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of the Paradise Group of Companies based on its unaudited interim consolidated balance sheet as of September 30, 2023:

	(in USD dollars)
Cash and cash equivalents	$	183,754
Restricted cash		1,907,614
Accounts receivable		317,221
Inventory		164,255
Prepaid Expenses and other assets		20,242
Property and equipment, net		44,052
Other non-current assets		20,150
Total assets acquired	$	2,657,288

Accounts payable and accrued expenses		76,443
Contract liabilities		1,337,362
Other current liabilities		651,044
Note payable		147,557
Total liabilities assumed		2,212,406
Net tangible assets acquired	$	444,882

Goodwill allocation		5,835,118
Total acquisition consideration	$	6,280,000

As discussed above, the amount that will ultimately be allocated to net assets acquired and goodwill may differ materially from this preliminary allocation.

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Note 3: Transaction Accounting Adjustments to Unaudited Pro Forma Consolidated Financial Information.

The unaudited pro forma consolidated financial information has been prepared to reflect the application of required U.S. GAAP accounting to the acquisition and Offering transactions and has been prepared for informational purposes only.

Transaction Accounting Adjustments to Unaudited Pro Forma Consolidated Balance Sheet

Transaction accounting adjustments to the pro forma consolidated balance sheet as of September 30^th, 2023 reflects:

●

the capitalization of the purchase of the Paradise Group of Companies in assets, liabilities and goodwill as if the acquisition transaction occurred on September 30, 2023, and

●

the financial impact of this Offering including increased cash, debt elimination and other equity related adjustments as if this Offering had occurred on September 30, 2023, and

●

adjustments to equity to reflect stock used for acquisition.

The transaction accounting adjustments included in the unaudited pro forma consolidated balance sheet are referenced and itemized as follows:

Cash Decrease Notes Payable Adjustment. Transaction accounting adjustments represent a decrease of $1,560,127 in cash to reflect the elimination of Notes Payable for the PA acquisition which would not have been issued on a pro forma basis. Net loan cash proceeds were $2,718,359 offset by $1,158,232 in loan principal payments.

Cash Increase Notes Payable Adjustment. Transaction accounting adjustments represent an increase of cash of $1,082,400 from interest expense paid with the elimination of Notes Payable for the PA acquisition which would not have been issued on a pro forma basis.

Cash Increase Offering Proceeds. Transaction accounting adjustments for cash represent an increase $3,846,000 in cash to reflect net paid-in capital from this Offering offset by acquisition transaction expenses paid with Use of Proceeds. This cash increase reflects an estimated issuance from this Offering of 1,904,762 shares based on an assumed Offering price of $5.25 per share of Common Stock, which is the midpoint of the price range set forth on the cover page of this prospectus less $1.5 million in underwriting discounts and commissions and estimated Offering expenses payable by us. Offering net cash received is further offset by payment with Offering Use of Proceeds of $3.078 million for the PGC acquisition and $1.576 million of for the remaining notes payable for the PA acquisition. The transaction accounting adjustment for net cash received from this Offering is summarized in the table below.

	Amount		Notes
Offering shares issued		1,904,762
Offering price per share	$	5.25	midpoint of the price range set forth on the cover page of this prospectus
Offering gross proceeds	$	10,000,000
Offering expenses	$	1,500,000	underwriting discounts and commissions and estimated Offering expenses payable by us
Offering net proceeds	$	8,500,000
Less Use of Proceeds			See “Use of Proceeds”
PGC acquisition	$	3,078,000
PA acquisition Notes Payable	$	1,576,000
Offering Net Cash	$	3,846,000

Restricted cash. Represents $62,000 held by the Company in escrow for the acquisition of PGC. This transaction cost was reflected as a decrease in restricted cash and an increase in goodwill.

Deferred offering costs. Represents $160,225 of deferred offerings costs on the balance sheet of the Company. These transaction costs were reflected as a decrease in deferred offering costs and an increase in equity issuance costs and amortized and recorded in paid-in capital.

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Goodwill. Reflects $5,835,118 of goodwill from the acquisition of PGC as indicated in Note 2 above.

Accounts payable and accrued expenses. Reflects $203,887 of accrued interest expense associated with the elimination of the acquisition loans for PA.

Current portion of notes payable, net of debt issuance costs. Transaction accounting adjustments for notes payable represent a decrease of $3,310,167.

Reference H-1 reflects the elimination of the PA acquisition related Notes payable of $1,826,855 which would not have occurred on a pro forma basis. This amount includes $538,041 for the PA Agile January 2023 acquisition loan and $1,288,814 for the PA April 2023 loan.

Reference H-2 reflects a decrease in notes payable of $1,576,000 for the remaining Notes Payable to the previous owners of PA in connection with the PA acquisition. This transaction expense was reflected as a decrease in Notes Payable and a decrease in cash from the Offering.

Common stock. Transaction accounting adjustments for common stock equity represent an increase of $27,918. Reference I-1 reflects a common stock equity increase of $8,870 for the par value stock equity of the issuance of 887,006 shares of the Company Common Shares issued as part of the acquisition of PGC. Reference I-2 reflects common stock equity increase of $11,669 for the par value stock equity of the issuance of 1,904,762 Company Common Shares for this Offering.

Additional paid-in capital. Transaction accounting adjustments for additional paid-in capital represent an increase of $11,451,857. Reference J-1 reflects $160,225 of paid-in capital expense on a pro forma basis adjusted from deferred offering expense to equity issuance costs. Reference J-2 reflects $3,131,130 of paid-in capital for the PGC acquisition derived from 887,006 of Company Common Shares issued at an agreed valuation of $3.54 per share totaling $3,140,000 offset by $8,870 par value equity included in common stock; see reference I-1. Reference J-3 reflects $8,480,952 of paid-in capital for the issuance Company Common Shares from this Offering for a value of $10 million offset by $1,500,000 in Offering expense, see reference C, and $19,048 in par value equity included in common stock, see reference I-2.

Members equity. Reflects the elimination of PGC’s historical members equity after recording the acquisition transaction as indicated in Note 2.

Accumulated deficit. The accounting adjustment to decrease accumulated deficit of $1,553,065 reflects a decrease of $1,553,065 in interest expense.

Transaction Accounting Adjustments for Consolidated Statement of Operations

The transaction accounting adjustments included in the unaudited pro forma consolidated statement of operations for the nine months ending September 30, 2023 and as of the fiscal year ended December 31, 2022 are referenced and itemized as follows:

Interest expense. Transaction accounting adjustments for interest expense represent a decrease of $1,540,072 for the nine months ended September 30^th, 2023 and a decrease of $76,303 for the fiscal year ended December 31, 2022. This reflects the elimination of Notes Payable interest expense for the PA acquisition.

Weighted average Common Shares. The addition of 3,091,768 Common Shares issued for the year ended December 31, 2022 reflect the addition of 887,006 shares related to the PGC acquisition, 1,904,762 shares issued for this Offering and 300,000 shares issued related to the PA acquisition. Common share balance of 10,419,532 for the fiscal year ended December 31, 2022 carried forward as opening balance for interim financial period ended September 30, 2023. Ending balance for interim period ended September 30, 2023 reflects actual common shares issued during financial period less 300,000 common shares now recorded on a pro forma basis in fiscal year ended December 31, 2022.

Depreciation expense. The increase in depreciation expense of $202,640 for the year ended December 31, 2022 reflects the application of acquisition method of accounting applied to PA acquisition resulting in an increase in the cost basis of acquired property and equipment.

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Note 4: Tax Effect

Pro forma statement of operations after transactional adjustments show a Net Loss of $2,710,983 for the nine months ending September 30^th, 2023 and a Net Loss of $2,904,581 for the fiscal year ended December 31, 2022. In accordance with SEC Rule 11-02(b)(5) of Regulation S-X, the company has included no tax expense (benefit) relating to the transaction accounting adjustments.

Note 5: Management’s Adjustments

Management expects that, following completion of the of the acquisition of PA and PGC, the post-acquisition Company (“AMDI”) will realize certain cost savings as compared to the historical combined costs of the Company and PA and PGC operating independently. Management’s adjustments, which are based on estimated cost savings as a result of the integration of personnel and the manner in which the post-acquisition company will be integrated and managed prospectively are not reflected in the Pro Forma Statements of Operations. Management is targeting to achieve approximately $6.94 million in annualized synergies primarily related to operating cost and selling, general and administrative savings. Additionally, the Company estimates that the cost to achieve the annual synergies could be approximately $0.93 million. Pursuant to Rule 11-02(a)(7)(ii)(A) of Regulation S-X, the Management’s Adjustments note include adjustments that depict synergies of the acquisitions.

The below tables reflect the synergies and costs as if:

●

the of acquisition of Paradise Adventures LLC (“PA”) on January 18, 2023 had occurred on January 1, 2022, and

●

the of acquisition of the Paradise Group of Companies, to occur with the Use of Proceeds from this Offering, had occurred on January 1, 2022, and

●

the financial impact of this Offering, had occurred on January 1, 2022.

The following discussion contains forward-looking statements that reflect the plans, estimates and beliefs of management. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those set forth in the forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements.”

Material limitations of these adjustments include not fully realizing the anticipated benefits, taking longer to realize these cost savings, or other adverse effects that AMDI does not currently foresee. Cost savings expectations are inherently estimates that are difficult to predict and are necessarily speculative in nature, and there can be no assurance that AMDI will achieve expected or any actual cost savings. A variety of factors could cause AMDI not to realize some or all of the expected cost savings, including, among others, delays in the anticipated timing of activities related to AMDI’s cost savings programs, lack of sustainability in cost savings over time, unexpected costs associated with operating its business, AMDI’s ability to reduce headcount and AMDI’s ability to achieve the efficiencies contemplated by the cost savings initiative. Further, there may be additional charges incurred in achieving these cost savings for which management cannot determine the nature and amount as of the date hereof. Certain of the assumptions relate to business decisions that are subject to change, including, among others, AMDI’s anticipated business strategies, AMDI’s marketing strategies, AMDI’s product development strategies and AMDI’s ability to anticipate and react to business trends. Other assumptions relate to risks and uncertainties beyond AMDI’s control, including, among others, the economic environment in which AMDI operates and other developments in AMDI’s industry as well as capital markets conditions from time to time. The actual results of implementing the various cost savings initiatives may differ materially from the estimates set forth herein if any of these assumptions prove incorrect. Moreover, AMDI’s continued efforts to implement these cost savings may divert management attention from the rest of its business and may preclude AMDI from seeking attractive new product opportunities, any of which may materially and adversely affect its business.

The Company believes there exists a reasonable basis for each such adjustment. The adjustments are limited to the effect of synergies on the historical net income as if the synergies existed as of the beginning of the fiscal period presented. The pro forma financial information reflects all Management’s Adjustments that are, in the opinion of management, necessary to a fair statement of the pro forma financial information presented.

We have assumed synergies of $6,939,906 and costs to achieve of $928,665 would have been realized in year ended December, 31, 2022 and are reflected in the respective table below. Additionally, we have assumed an incremental proportionate share of the synergies continue to be realized for the nine months ended September 30, 2023 and is reflected in the respective table below. The tax effect has been calculated based on the applicable statutory rates to the aforementioned adjustments.

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Management’s Adjustment

Nine Months Ended September 30, 2023

(In USD dollars)

	For the Nine Months Ended September 30, 2023
	Pro Forma Combined			Management’s Adjustment		As Adjusted
Net income (loss)	$	(2,723,976	)	$	3,976,439	$	1,252,463

Net income (loss) per common share	$	(0.21	)			$	0.10
Weighted-Average Common Shares Outstanding – Basic and Diluted		12,943,158					12,943,158

The tables below set forth each management adjustment in forms of synergies and dis-synergies for the periods presented.

For the Nine Months Ended September 30, 2023	Net loss attributable to AMDI*			Basic and diluted loss per share			Weighted average share
($ in dollars except share and per share amounts)
Pro Forma*	$	(2,723,976	)	$	(0.21	)		12,943,158
Management adjustments
Synergies
Cost of revenue⁽¹⁾		2,083,676
General and administrative⁽²⁾		897,447
Compensation expense⁽³⁾		1,721,911
Marketing and advertising⁽⁴⁾		519,724
Dis-synergies
Corporate support functions personnel-based⁽⁵⁾		(325,000	)
Corporate support functions non-personnel-based⁽⁶⁾		(384,127	)

Total Management adjustments		1,789,655

Tax effect⁽⁷⁾		537,192

Pro forma net loss after management adjustments	$	1,252,463		$	0.10			12,943,158

As shown in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023.

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(1)

Represents primarily cost of revenue expenses related to captain and crew labor. For the nine months ended September 30, 2023, reflects a decrease of $2,083,676 respectively in cost of revenue through elimination of one-time training and integration expense for captains and crew associated with the acquisitions. Management has also factored in an efficiency that will be achieved with an increased utilization of full-time captains and crew over freelance labor as economy of scale is achieved. These acquisition transaction expenses are not expected to affect the Combined Company’s income statement beyond 18 months after the acquisition date.

(2)

Represents primarily general and administrative expenses. For the nine months ended September 30, 2023, reflects a management adjustment to remove estimated non-recurring expenses related to the acquisitions and this Offering of $897,447. These additional acquisition expenses include legal and professional fees, lease and rent and general office expense reduction. These acquisition expenses are not expected to affect the Combined Company’s income statement beyond 18 months after the acquisition date.

(3)

Represents primarily compensation expenses including stock-based compensation expense. For the nine months ended September 30, 2023, reflects an adjustment to remove actual redundant and non-recurring compensation expenses related to the acquisitions of $1,721,911. Management has not included any work efficiency that may be seen with each acquisition. Management has only adjusted for documented and verifiable labor expenses that would be redundant with each acquisition. These acquisition transaction costs are not expected to affect the Combined Company’s income statement beyond 12 months after the acquisition date.

(4)	Represents primarily selling and marketing and advertising expenses. For the nine months ended September 30, 2023, reflects an adjustment to eliminate $319,724 estimated non-recurring expenses related to the integration of the acquisitions into the Company’s digital marketing and advertising platform and operating processes. These integration related expenses are not expected to affect the Combined Company’s income statement beyond 18 months after the completion of each acquisition. This management adjustment reflects an additional $200,000 of efficiency savings in advertising and marketing media spend specific to the PGC acquisition and its overlap with the existing Seas the Day USVI business unit advertising and marketing programs. This marketing and advertising efficiency related expenses are not expected to affect the Combined Company’s income statement beyond 18 months after the completion of each acquisition.
(5)	Represents $325,000 of executive personnel expense including stock-based compensation expense for additional management necessary for finance and accounting and investor relations oversight.
(6)	The “corporate support functions non-personnel-based” adjustments presented in the tables above represent costs AMDI expects to incur as a public company in connection with certain of its corporate functions. This $384,127 of estimated incremental expense is associated with outside services, legal, marketing, and investor relations fees and were determined by estimating third-party spend in each function.
(7)	The tax effect of the management adjustments noted in the table above has been determined by applying the respective statutory tax rates to the aforementioned adjustments in the tax jurisdiction of our current operating units and the acquisitions.

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Management’s Adjustment

Year Ended December 31, 2022

(In USD dollars)

	For the Year Ended December 31, 2022
	Pro Forma Combined			Management’s Adjustment	As Adjusted
Net income (loss)	$	(2,904,581	)	$	$	2,402,321

Net income (loss) per common share	$	(0.28	)		$	0.23
Weighted-Average Common Shares Outstanding – Basic and Diluted		10,419,532				10,419,532

The tables below set forth each management adjustment in forms of synergies and dis-synergies for the periods presented.

For the Year Ended December 31, 2022	Net loss attributable to AMDI*			Basic and diluted loss per share			Weighted average share
($ in dollars except share and per share amounts)
Pro Forma*	$	(2,904,581	)	$	(0.28	)		10,419,532
Management adjustments
Synergies
Cost of revenue⁽¹⁾		3,884,841
General and administrative⁽²⁾		917,445
Compensation expense⁽³⁾		1,549,322
Marketing and advertising⁽⁴⁾		588,298
Dis-synergies
Corporate support functions personnel-based⁽⁵⁾		(430,300	)
Corporate support functions non-personnel-based⁽⁶⁾		(498,365	)

Total Management adjustments		(3,106,660	)

Tax effect⁽⁷⁾		704,339

Pro forma net loss after management adjustments	$	2,402,321		$	0.23			10,419,532

As shown in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023.

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(1)

Represents primarily cost of revenue expenses related to captain and crew labor. For the year ended December 31, 2022, reflects a decrease of $3,884,841 respectively in cost of revenue improvements. $526,899 of this improvement is through elimination of one-time training and integration expense for captains and crew associated with the acquisitions. Additionally, management has also factored in a 19.1% improvement in full-time captain and crew utilization through the synergies with the PGC acquisition and the existing Seas the Day USVI business unit resulting with an estimated expense savings of $3,357,942. This will be achieved with an increased utilization of full-time captains and crew over freelance labor as economy of scale is achieved. These acquisition transaction expenses are not expected to affect the Combined Company’s income statement beyond 18 months after the acquisition date.

(2)

Represents primarily general and administrative expenses. For the year ended December 31, 2022, reflects a management adjustment to remove estimated non-recurring expenses related to the acquisitions and this Offering of $917,445. These additional acquisition expenses include legal and professional fees, lease and rent and general office expense reduction. These acquisition expenses are not expected to affect the Combined Company’s income statement beyond 18 months after the acquisition date.

(3)

Represents primarily compensation expenses including stock-based compensation expense. For the year ended December 31, 2022, reflects an adjustment to remove actual redundant and non-recurring compensation expenses related to the acquisitions of $1,549,322. Management has not included any work efficiency that may be seen with each acquisition. Management has only adjusted for documented and verifiable labor expenses that would be redundant with each acquisition. These acquisition transaction costs are not expected to affect the Combined Company’s income statement beyond 18 months after the acquisition date.

(4)	Represents primarily selling and marketing and advertising expenses. For the year ended December 31, 2022, reflects an adjustment to eliminate $338,298 estimated non-recurring expenses related to the integration of the acquisitions into the Company’s digital marketing and advertising platform and operating processes. These integration related expenses are not expected to affect the Combined Company’s income statement beyond 18 months after the completion of each acquisition. This management adjustment reflects an additional $250,000 of efficiency savings in advertising and marketing media spend specific to the PGC acquisition and its overlap with the existing Seas the Day USVI business unit advertising and marketing programs. This marketing and advertising efficiency related expenses are not expected to affect the Combined Company’s income statement beyond 18 months after the completion of each acquisition.
(5)	Represents $430,300 of executive personnel expense including stock-based compensation expense for additional management necessary for finance and accounting and investor relations oversight.
(6)	The “corporate support functions non-personnel-based” adjustments presented in the tables above represent costs AMDI expects to incur as a public company in connection with certain of its corporate functions. This $384,127 of estimated incremental expense is associated with outside services, legal, marketing, and investor relations fees and were determined by estimating third-party spend in each function.
(7)	The tax effect of the management adjustments noted in the table above has been determined by applying the respective statutory tax rates to the aforementioned adjustments in the tax jurisdiction of our current operating units and the acquisitions.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.”

Overview of Amphitrite Digital, Inc.

We provide award-winning in-destination tours, activities and attractions (“TAA”) in the continental United States and the Caribbean 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 U.S. Virgin Islands, the British Virgin Islands, 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 50 luxury catamarans and power boats in the USVI, 12 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, and Magens Hideaway on St. Thomas, USVI. We anticipate our acquisition of the PGC to be completed upon the consummation of this Offering. PGC currently manages and operates privately owned luxury yachts valued at over $55 million under the Paradise Yacht Management brand. In addition, PGC offers 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 for an additional 12 yachts, and yacht sales brokerage services.

Recent Developments

On January 18, 2023 we closed on our acquisition of Paradise Adventures LLC dba Paradise Adventures Catamarans and Watersports. Paradise Adventures LLC owns and operates 13 maritime tour and charter vessels from Panama City Beach Florida (www.paradiseadventurespcb.com).

On March 24, 2023 we entered into a Purchase Agreement to acquire the Paradise Group of 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. In addition, the Paradise Group of Companies 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. On June 6, 2023, we entered into a First Amendment to the Purchase Agreement which extended the closing date to on or before July 31, 2023. On July 31, 2023 we entered into a Second Amendment to the Purchase Agreement which extended the closing date to on or before September 15, 2023 and eliminated “Contingent Consideration” for financial performance for post-acquisition financial periods agreed upon in the initial Purchase Agreement. The collective purchase price was adjusted to $6,280,000 as the “Base Price” with $3,140,000 to be paid in cash at closing and the remaining balance paid by the issuance of 887,006 common stock of the Company at a value of $3.54 per share at the date and time of the closing of the transaction or by a delivery of a promissory note in the amount of $3,140,000, or for any portion of the balance for which the ownership group of the Paradise Group of Companies does not exercise an option to receive the Company’s common stock. On September 15th, 2023, we entered into a Third Amendment to the Purchase Agreement which extended the closing date to on or before October 31, 2023. On November 1st, 2023, we entered into a Fourth Amendment to the Purchase Agreement which extended the closing date to on or before December 15th, 2023.

We anticipate our acquisition of the Paradise Group of Companies to be completed upon the consummation of this Offering. Assuming successful closing of the transaction prior to December 15, 2023, the company will realize revenue from this transaction in the last few weeks of our fiscal fourth quarter; October 1^st through December 31, 2023. As the Paradise Group of Companies acquisition has not been completed, the financial numbers for PGC are not reflected in this Management Discussion and Analysis.

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Key Factors Affecting Amphitrite Digital’s Operating Results

We believe our strength is our ability to apply digital transformation to the traditional operating model and operating processes used in the TAA industry and transform and implement a future state, digitally enabled operating model and processes that has the capability to drive top line revenue growth and bottom-line results. We believe our integrated, digitally enabled operating model allows us to exceed guest expectations while providing a foundation for both organic growth and implementation of an acquisition roll-up strategy. Our financial position and results of operations depend to a significant extent on the investment and application of leading-edge digital technology to the primary operating processes used within the maritime tour activity and attractions industry, acquisitions to enter new geographic markets, and providing a world-class guest experience.

Formation and Predecessor Operations

We were formed in April 2022 to continue the operations of our predecessor and acquired its two wholly owned business units, Windy of Chicago Ltd and the Seas the Day business unit of Ham and Cheese Events LLC, and in January 2023 we acquired Paradise Adventures LLC. In March 2023 we entered into a Purchase Agreement to acquire the Paradise Group of Companies, which we anticipate completing upon the consummation of this Offering. Because of our rapid growth this year through completed and anticipated acquisitions, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including the speed and expense of the integration of acquired businesses and our ability to effectively plan for and manage our growth.

Investment in Digital Advertising and Marketing

We plan to significantly expand our digital marketing functions as well as our digital advertising spend to build upon the growing global interest in maritime tours, activities and attractions. We market primarily to guests traveling from the United States and the U.S. Virgin Islands through direct online sales and through our Online Travel Agency (“OTA”) partners. We seek to increase demand through effective marketing campaigns directed at our potential guests using digitally enabled online advertising programmatic campaigns, primarily through Google Network, Microsoft Audience Network and Meta. We utilize advanced analytics, campaign management systems augmented by artificial intelligence and machine learning via leading technology providers, including MarinOne and DIIB, to achieve maximum results. During the preceding nine months ended September 30, 2023, more than 75,000 guests experienced a maritime tour, charter or vacation with our Company.

We also intend to expand our investment in various non-advertising marketing activities, including initiatives such as increased social media presence, sponsored webinars, content sponsorship, and event sponsorship which we believe will enhance further growth of both new and repeat guests. During the preceding twelve months ended September 30, 2023, over 5.24 million unique users visited our websites and social media sites to plan their activities. 98% of guest reviews of Amphitrite’s business unit services are positive reviews; 3-star (average) to 5-star (exceptional) reviews. From July 30, 2019 through September 30, 2023 on a cumulative basis, our operating units have received more than 10,100 reviews on major consumer review sites; Google Reviews, TripAdvisor, and Facebook. Of those reviews on a 5-star scale, 95% were 5-star reviews, 2% were 4-star, 1% were 3-star and 2% were 2 or 1-star reviews.

In nine months ended September 30, 2023, 69% of our revenue came through direct and online sales with a cost of advertising of 16.1% and a Return on Advertising Spend (ROAS) of 621%, respectively. We expect our ROAS will continue in the 600% to 750% range, however as we expand into new markets our cost of advertising as a percent of revenue may fluctuate.

Customer Concentrations

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.

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Geographic Expansion through Mergers and Acquisitions

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 Phocuswright Research, “More than eight in 10 operators generate less than $200,000 in annual gross sales” (See https://www.phocuswright.com/Travel-Research/Research-Updates/2022/The-outlook-for-travel-experiences). This fragmentation gives the Company the opportunity to grow through the acquisition of maritime TAA operators in geographic markets we desire to have a presence. We have successfully completed acquisitions to enter the Chicago-Great Lakes market with the acquisition of Windy of Chicago Ltd and the Florida panhandle market with the acquisition of Paradise Adventures LLC in Panama City Beach, Florida. We have completed several tuck-in acquisitions to fill demand for our Seas the Day Charters USVI operation in St. Thomas, U.S. Virgin Islands. We have announced the acquisition of the Paradise Group of Companies, which we anticipate completing upon the consummation of this Offering. This acquisition expands our St. Thomas and St. John USVI presence and gives us entry into the British Virgin Islands and Bahama’s geographic markets.

We intend to continue to expand our geographic footprint through mergers and acquisitions and once a presence in a geography is established, we will grow that market organically Our objective when entering a new geographic market is to acquire one of the existing leading market share operators. We look for high tourist and visitor counts, high OTA search volumes, existing TAA’s with large guest counts and a location where we can offer a differentiated maritime experience. We utilize use Salesforce.com to bring enhanced productivity to our M&A processes and we have an active pipeline of potential acquisition targets. We have confidentiality agreements being reviewed with several acquisition targets though conversations have not progressed to terms or letters of intent. Our ability to expand into new markets depends on many factors including, but not limited to, compliance with local laws and regulations, demand for our TAA offerings and availability of existing maritime tour activity operators that may be available for sale at reasonable multiples. Our strategic acquisitions, if any, may affect our future financial results.

Technology Investment in the Next Generation Guest Experience

Our investments in growth include new and enhanced pre-booking processes and new programming and enhanced maritime TAA offerings for our guests. We plan to continue to invest in our programming by applying digital technology to the guest experience. In October of 2023, we will be rolling out our artificial intelligence, ChatGPT based chatbot ‘Ask Amphitrite’ giving guests access to a wealth of information to assist them in planning their vacation or stay-cation by using our intuitive, easy to use natural language tool. Currently in development, and scheduled for release in January of 2024, we plan to bring a new level to our award-winning guest experience during their maritime activity by introducing augmented reality technology to many of our maritime activities. Guests will enjoy an enhanced, immersive experience that integrates text, graphics, 3-D imagery and video to their real-world maritime experience. Although we expect these investments to benefit our business over the long term, we expect our total operating expenses as a percentage of revenue may increase in the short term.

Introduction of New Offerings

Term Charters. Since its inception, the Company has focused on luxury maritime private day charters and maritime tours. Our typical offerings include private half day or full day yacht charters that typically end by 6 p.m. local time. Our maritime educational and recreational tours typically range from 1.5 to 4 hours and are marketed and sold ‘per person’. Historically, the Company has not offered multi-day, overnight vacation yacht charters typically referred to as ‘term charters’ in the industry. With our expected acquisition of the Paradise Group of Companies, we will expand our offerings to include multi-day, luxury yacht term charters in the U.S. Virgin Islands, the British Virgin Islands and a limited initial presence in the Bahama’s. These term charters range in price from $16,000 to $75,000 for a 7-night luxury yacht charter. In the short term, the acquisition of PGC may have negative effects on our operating results due to integration related expense.

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Investment in Luxury Self-Service Booking Channels

In the post-pandemic world, the Company anticipates that the demand for nature and outdoor based vacations will increase. The Company believes this demand will also be impacted by digital natives; “millennials and following generations [whom] have spent nearly their entire lives surrounded by computers, digital devices and the world of social media” (courtesy techtarget.com). These digital natives are now at the life stage where they have the financial capacity to enjoy luxury yacht vacations, however it comes with an expectation if not a demand for a true digitally enabled pre-booking and booking experience.

Traditionally, term charter yacht vacations have been sold through the term charter broker and travel agent channel. The Company anticipates that digital natives will increasingly eschew this channel and will have an affinity to utilize digital channels including websites and apps that provide the capability and self-service they have grown to expect. For luxury term charter offerings, the Company has developed and began testing in July of 2023 CharterSmarter; https://www.chartersmarter.com/, an end-to-end booking solution for luxury yacht term charter information and bookings. The Company plans to continue to enhance the capabilities of CharterSmarter and anticipates a North America and Caribbean rollout of this channel in November of 2023.

The Company believes that CharterSmarter is well situated to meet the needs of our target consumer. Amphitrite expects that this effort will have positive impact and generate increased revenue at a lower cost per sale than the existing charter broker and travel agent channel. However, in the short term the development investment and sales and marketing investment may have negative effects on our operating results as an increase in operating expenses resulting from this investment may not be immediately reflected in sales revenue.

Development and Introduction of Product Line Extensions

For the nine months ended September 30, 2023 the Company has serviced more than 75,000 guests on its maritime charters and tours. During the same time frame over 4.12 million unique users visited our websites and social media sites to plan their maritime activities. The Company believes this captive audience will have an affinity to purchase related services before and after their yacht charter or maritime tour while on vacation or stay-cation.

Affiliate Program. In September 2023 we began utilizing the Fareharbor Affiliate Program. As an example, guests of Seas the Day Charters USVI in the days prior to their yacht charter or maritime boat tour with us, are referred by email and/or text marketing to https://landandseausvi.com/ where they can book non-competitive tours, activities and attractions as well as other vacation related services. Upon booking of any of these products or services, the Company receives a commission of approximately 20% of the cost of booking. We believe we will have an adequate amount of data by the end of 2023 to determine whether a roll-out and expansion of the affiliate program to our other business units is warranted.

Merchandise. Having achieved a certain scale in annual guest count, the Company believes an opportunity exists to sell branded merchandise to its guests as a reminder of the Best Day of Their Vacation. After a thorough review of potential partners, the Company selected Printify as its partner for the production and sale of branded merchandise. Beginning with Seas the Day USVI (https://seasthedayusvi.com/merchandise/) and Windy of Chicago (https://tallshipwindy.com/merchandise/), the Company has begun test marketing. Prior, during or after their yacht charter or maritime tour, guests now can order branded merchandise and have it direct shipped to their home. As our partnership with Printify requires no inventory investment, the Company’s investment in this product line extension is minimal while it’s benefits we expect to create incremental profit, brand loyalty, and organic advertising impressions.

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Ability to Competitively Price our Offerings

Amphitrite Digital’s operating units are not the low-priced option in the geographic markets we serve. Generally, we do not discount our offerings, nor do we utilize many of the traditional discount marketing tactics used in the TAA industry including coupons, promo codes, etc. Our objective is to be the highest value option in the market. Our operating results depend on our ability to successfully market the value proposition of our offerings. Like other luxury services, as the industry matures, we anticipate price pressure to emerge over time. Our strategy is to maintain our position as a high value trusted brand in the markets we serve. Historically, we have been able to obtain year over year revenue growth in our markets while not being the low-cost provider. However, if we are unable to communicate the value proposition of our offerings or price pressure emerges more rapidly than we anticipate, our operating results may be adversely affected.

Level of Indebtedness

As of September 30, 2023, our total notes payable to related parties was $1,278,011 and our commercial total notes payable was $6,720,986 with a combined notes payable of $7,998,997. This includes: $1,576,000 notes payable for the acquisition of Paradise Adventures LLC, $1,272,600 for an Economic Injury Disaster Loan for Seas the Day Charters USVI, $642,813 for the purchase of the sailing vessel Tall Ship Windy, $499,900 for an Economic Injury Disaster Loan for Windy of Chicago Ltd, and other miscellaneous notes payable primarily for the purchase of charter vessels. A schedule of all notes payable in the amount of $7,998,997 is further described in detail under Notes Payable in this section.

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.

Impairment of Long-Lived Assets

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 September 30, 2023 the Property and Equipment, Net value on the company’s balance sheet is $6,397,682. 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 September 30, 2023 is between $8 million and $8.5 million.

Continued Investment in Digital Transformation of Operating Processes

The Company was formed with the hypothesis that applying digital transformation to the traditional operating business model and underly business processes of the TAA industry will result in substantive competitive advantage. The Company continues to believe that the increased expectations of digital natives and through the continual development and thoughtfully designed applications of digital technology including AI, machine learning and augmented reality can further transform the TAA industry. We believe we have a sizable opportunity to grow our business through a continual transformation environment philosophy and become the industry leader in this area. We intend to continue our investment in digital technology and its application to our business processes. Long-term we believe this will improve the operating efficiency of our Captain, Crew and supporting staff and provide a unique guest experienced from pre-booking to post-activity, allowing us to provide differentiated organic growth that follows each strategic acquisition. As the competition for digital technology resources continues to increase, our operating expense for technology development may be negatively impacted.

Our ability to successfully navigate the aforementioned factors and continue to grow will impact our future operating results.

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Components of Operating Results

Revenue

The Company’s revenue is generated from the sale of private yacht day charters, maritime tours and with the acquisition of the Paradise Group of Companies expected to close upon the completion of this Offering, yacht vacation term charters. Our revenue channels consist of direct online sales and sales through OTAs. During the nine months ended September 30, 2023, 69% of our ticket sales came through direct and online sales through our four primary websites, tallshipwindy.com, seasthedayusvi.com, paradiseadventurespcb.com, and magenshideaway.com, 31% of our revenue came through OTAs.

Cost of Revenue

Cost of revenues primarily consists of labor for the captain and crews of our maritime vessels, depreciation expense of those vessels, and operating costs of those vessels including fuel, repair and maintenance. Cost of revenues also include cost of food and beverage where food or beverage has been purchased or is included in the price of the maritime activity. Costs of revenues are recognized in the period in which the guest participates in the maritime offering and the corresponding revenue is recognized.

Gross Profit and Gross Margin

Gross profit represents revenues less cost of revenue. Gross margin is gross profit expressed as a percentage of revenues. Our gross margin may in the future fluctuate from period to period based on a number of factors, including the ratio or revenue between day charters, maritime tours and yacht vacation term charters.

Operating Expenses

Our operating expenses consist of compensation expense including non-cash stock based compensation expense, general and administrative expense, marketing and advertising expense, professional and consulting expense and non-vessel depreciation expense. Depreciation expense for the maritime vessels used directly in our maritime offerings is recorded in cost of revenue. As our total revenue increases or decreases and to the extent our operating expenses are not equally affected, our operating expenses as a percentage of revenue will similarly fluctuate.

Compensation Expenses

Compensation expense consists of salaries and benefits paid to our officers, management and support staff including non-cash stock-based compensation expense utilized from our 2022 Omnibus Securities and Incentive Plan. Of note, the largest tranche of our compensation expense is for captain and crew labor for our maritime vessels which is included in Cost of Revenue. As our stock-based compensation is used for retention of key personnel as part of our merger and acquisition program, this expense will fluctuate.

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General and Administrative Expenses

General and administrative expense primarily consists of operating lease expenses, insurance, technology including technology development, travel and office supplies. Technology development expense primarily consists of compensation costs for technical and engineering resources, third-party contractor expenses, software development tools, and other expenses related to researching, developing and/or implementing new digital solutions and upgrading and enhancing existing solutions. We plan to continue to invest in implementing technology to enhance our business operating model and specific standard operating processes.

The Company does not capitalize software development costs. The Company’s software is available for general release concurrent with the establishment of technological feasibility and, accordingly, the Company has not capitalized any development costs since inception. Costs incurred to enhance existing products or after the general release of the software are expensed in the year they are incurred and included in general and administrative expense in the consolidated statements of operations. We expect that research and development technology expenses will increase as a percentage of our revenue over the long term, though the expense may fluctuate as a percentage of our revenue from period to period because of the timing and extent of these expenses.

Following the completion of this Offering we expect to incur additional general and administrative expenses as a result of operating as a public company, including increased expenses for insurance and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC.

Marketing and Advertising Expenses

Marketing and advertising costs are expensed as incurred and primarily consists of the purchase of digital advertising with Google Network, Microsoft Audience Network and Meta. This expense category also includes license and subscription expense for various analytics, campaign management, business intelligence, AI and augmented reality technology. We plan to continue to invest in marketing and advertising to attract and increase the engagement of consumers and guests on our various digital channels and increase our brand awareness. We expect that marketing and advertising expense will increase on an absolute dollar basis and remain fairly consistent from period to period as a percentage of revenue for the foreseeable future.

Professional and Consulting Expenses

The Company’s professional and consulting expenses primarily consist of legal and accounting expenses. This primary legal and accounting expenses incurred to date have been associated with acquisitions and this Offering. Following the completion of this Offering we expect to incur additional professional and consulting expense as a result of operating as a public company, including audit and investor relations expense. As a key growth strategy for the company is an acquisition, roll-up strategy, the Company anticipates additional legal and accounting expenses associated with future acquisitions.

Depreciation Expense

Depreciation and amortization expense consists of depreciation expenses recorded against the Company’s property and equipment, which is primarily relating to automobiles, leased space capital improvement, furniture and fixtures, computers, and purchased software, and equipment. Depreciation expense listed in Operating Expense excludes depreciation expense of the maritime vessels used in our charter and maritime tour operations. We expect that depreciation expenses will decrease as a percentage of our revenue over the long term.

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Other (Expense) Income

Interest Expense

Interest expense consists primarily of interest on outstanding third party and related party notes and borrowings. The company has incurred significant interest expense related to loans to fund acquisitions and loans to fund the purchase of maritime vessels. The majority of existing debt will be retired with the Use of Proceeds from this Offering. The Company anticipates interest expense to significantly decrease upon completion of this Offering.

Other Income

Other income primarily consists of transactions that are not representative of normal operations and include forgiveness of PPP loans related to COVID-19 government programs and income related to the sale of assets primarily maritime vessels that are being replaced. The Company generally depreciates its maritime vessels on a five year depreciation schedule resulting in a $0 balance sheet value at the end of the depreciation schedule. In our industry, these vessels still have material fair market value. Other income will fluctuate during periods when the Company replaces maritime vessels.

Results of Operations

This section includes a summary of our historical results of operations, followed by detailed comparisons of our results for (i) the years ended December 31, 2022 and 2021, and (ii) the nine months ended September 30, 2023 and 2022. We have derived this data from annual consolidated financial statements and our interim financial statements included elsewhere in this prospectus.

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

	For the Nine months Ended September 30,			For the Nine months Ended September 30,			For the Year Ended December 31,
	2023			2022			2022			2021
Statement of Operations Data:
Net sales	$	6,993,366		$	4,508,743		$	4,591,690		$	2,059,001
Cost of revenue	$	4,187,746		$	2,450,688		$	3,791,356		$	1,633,373
Gross profit	$	2,805,620		$	2,058,055		$	800,334		$	425,628
Total operating expenses	$	5,508,423		$	3,331,015		$	3,395,220		$	324,727
Income (loss) from operations	$	(2,702,803	)	$	(1,272,960	)	$	(2,594,886	)	$	100,901
Total other income (expenses)	$	(1,639,447	)	$	(374,832	)	$	(415,815	)	$	(28,277	)
Net income (loss)	$	(4,342,250	)	$	(1,647,792	)	$	(3,010,701	)	$	72,624
Basic and dilutive income (loss) per share of common stock	$	(0.43	)	$	(0.24	)	$	(0.41	)	$	0.01
Weighted average number of shares of common stock outstanding		10,151,390			6,962,948			7,327,764			6,400,000
Adjusted EBITDA⁽¹⁾	$	1,016,550		$	983,891		$	454,364		$	347,627
Adjusted EBITDA margin, net⁽¹⁾		14.5	%		21.8	%		9.9	%		16.9	%

(1)

See “Non-GAAP Financial Measures” section below for information about this non-GAAP financial measure.

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Results of Operations for the Year ended December 31, 2022 as compared to the year ended December 31, 2021

Net sales

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.

Cost of Revenue

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 ended 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:

Description	Estimated 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

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Gross profit

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.

Operating Expenses

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

	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	%

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-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 Offering 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-recurring 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 Income and Expense

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.

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Liquidity and Capital Resources

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

	December 31, 2022			December 31, 2021			$ Change			% Change
Cash	$	134,868		$	1,027		$	133,841			13032.2	%
Current assets	$	339,112		$	18,495		$	320,617			17343.5	%
Current liabilities	$	1,955,987		$	505,743		$	1,450,244			286.8	%
Working capital	$	(1,616,875	)	$	(487,248	)	$	(1,129,627	)		231.8	%

Our cash position increased by $133,841 for the fiscal year ended December 31, 2022. Our cash position at the end of its fiscal year is negatively affected by some seasonality in our 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 ended 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 ended December 31, 2022 as compared to the fiscal year ended December 31, 2021 as summarized in the following table:

	December 31, 2022		December 31, 2021		$ Change		% Change
Accounts payable	$	386,164	$	15,086	$	371,078		2459.8	%
Accrued expenses		375,333		53,125		322,208		606.5	%
Contract liabilities		210,244		232,071		-21,827		-9.4	%
Lease liability, current portion		112,144		6,943		105,201		1515.2	%
Current portion of notes payable, related party and related party payable		590,077		29,748		560,329		1886.0	%
Current portion of notes payable		282,025		168,770		113,255		67.1	%
Total current liabilities		1,955,987		505,743		1,450,244		286.8	%

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 $560,329 in related party notes payable was driven by advances from Hope and Scott Stawski to fund a non-recurring legal settlement. The $113,255 increase in current notes payable was driven by the fixed asset purchases of maritime vessels Tall Ship Windy, SY Leviathan and MV Sea Wolf. Working capital decreased by $1,004,627 to ($1,491,875) for the fiscal year ended December 31, 2022.

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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 Tall Ship 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-recurring expenses. The company had $1,032,348 of non-recurring expenses in the fiscal year. This was comprised of:

●

$607,348 of non-recurring 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;

●

$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;

●

$125,000 of non-recurring legal expense; and

●

$125,000 of non-recurring Related Party Payable expense which was forgiven in May of 2023.

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 President, 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.

	December 31, 2022			December 31, 2021			$ Change			% Change
Cash Flows Data:
Net cash flows (used in) provided by operating activities	$	(108,167	)	$	475,962		$	(584,129	)		(540	)%
Net cash (used in) provided by 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	%

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Cash Flow Activities for the Years Ended December 31, 2022 and 2021

Net Cash (Used in) Provided by Operating Activities

Net cash flow (used in) 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.

Net Cash (Used in) Provided by Investing Activities

Cash (used in) provided by 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 in 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.

Net Cash (Used in) Provided by Financing Activities

Net cash (used in) 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 (used in) 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.

Our 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 President, 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.

Future Cash Requirements

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 presented below.

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Notes Payable – Related Party

A summary of notes payable – related party outstanding as of December 31, 2022 and December 31, 2021 is presented below.

	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 November 2021, STDC Holdings assumed a note payable from Ham and Cheese Events LLC in the amount of $35,000, bearing interest at 17.49% per annum and requiring fixed monthly payments of principal and interest of $1,256 through maturity in November 2024. Note 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 interest at 4% per annum, 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 STDC Holdings.		396,098			-
In April 2022 STDC Holdings assumed a note payable from 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.		22,584			-
In April 2022, STDC Holdings assumed a note payable with Ham & Cheese Events 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, STDC Holdings assumed 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

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

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

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Notes Payable – Commercial

A summary of notes payable – commercial outstanding as of December 31, 2022 and December 31, 2021 is presented below.

	December 31,
	2022			2021
Notes Payable - Commercial
In May 2020, Ham & Cheese Events 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, Ham & Cheese Events 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, Ham & Cheese Events 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, Ham & Cheese Events 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, Ham & Cheese Events 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 WOC 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, Ham & Cheese Events 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 2021, Ham & Cheese Events 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, STDC Holdings 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, WOC 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

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Future maturities of AMDI’s total notes payable are as follows:

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

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

Leases

At various times, AMDI enters into maritime vessel berthing agreements with American Yacht Harbor in Red Hook, St. Thomas, USVI 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. This lease was mutually terminated upon the purchase of “Windy” by WOC in April of 2022.

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%.

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 instalments of $2,200, with July and August 2022 rent waived. The lease provides us a 280-square-foot parcel at Remainder Estate Smith Bay, St. Thomas, Virgin Islands for watersports equipment rentals and watersports related activities. 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:

●

MV Aquarius - $18,067.50 annual rent plus a $600 fee, expiring on January 30, 2024

●

MV Poseidon - $21,681.00 annual rent plus a $600 fee, expiring on April 19, 2024

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●

SY Mazu - $21,078.75 annual rent plus a $600 fee, expiring on April 5, 2024

●

SY Sirena - $36,500.00 annual rent plus a $600 fee, expiring on April 5, 2024

●

MV Sea Wolf - $27,101.25 annual rent plus a $600 fee, expiring on August 31, 2023

●

MV Hydra - $26,280.00 annual rent plus a $600 fee, expiring on November 27, 2023

●

SY Leviathan - $36,500 annual rent plus a $600 fee, expiring on January 27, 2023

●

RIB430 Dash - $2,400 annual rent plus a $600 fee, expiring on November 30, 2023

●

RIB430 Paddy Wagon - $2,400 annual rent plus a $600 fee, expiring on November 30, 2023

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. In May 2023, Windy of Chicago Ltd signed a 5-year lease with Navy Pier. The lease requires the Company to pay a base annual license fee of $184,957 comprised of an annual mooring fee of $55,487 and an annual operating fee of $129,470. The lease also requires the Company to pay additional payments based on 11.5% of gross annual receipts over $1,608,317.

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.

Related Party Lease

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:

		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

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	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

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

Non-GAAP Financial Measures

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 the Company 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.

We define such non-GAAP measures and industry metrics as follows:

“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, legal settlements, non-recurring expenses related to acquisitions, and transaction expenses related to this offering. 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.

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“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.

1 Adjusted EBITDA

Adjusted EBITDA reconciles to net income 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
+ settlements		250,000
+ share-based compensation expense		1,654,546			0
+ non-recurring expenses related to acquisitions		562,348			0
+ transaction costs		220,000			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	%

The adjusted EBITDA increased to $454,364 for the fiscal year ended December 31, 2022 compared to $347,627 for the fiscal year ended December 31, 2021. Adjusted EBITDA variances to Net Income for the fiscal year ended December 31, 2022 include $587,922 in non-cash depreciation expense, $190,249 in interest expense, $1,654,546 in non-cash share-based stock compensation expense, $250,000 in settlement expense for a non-recurring legal expense, $562,348 in non-recurring expenses related to the acquisition of Windy of Chicago Ltd in January 2022 and incurred expenses during fiscal year 2022 for both the Paradise Adventures LLC acquisition that was completed in January 2023 and anticipated acquisition of the Paradise Group of Companies upon the consummation of this Offering in 2023. Adjusted EBITDA also includes $220,000 in transaction expense including legal, accounting, audit and professional services for our legal entity reorganization, our Reg CF transaction and expenses related to our Offering incurred in the fiscal year ended December 31, 2023.

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Key Performance Indicators

Management utilizes certain key performance indicators (“KPI”) that management believes are common to our industry and allow management to best monitor its business results. KPIs that the Company utilizes and are referenced in this Prospectus include:

●

Return on Advertising Spend (“ROAS”). We utilize the definition and calculation of ROAS provided by the Corporate Finance Institute (“CFI”). CFI provides a definition and calculation of ROAS as: “ROAS – Revenue dollars from marketing / Advertising dollars spent”. As an example, our marketing programs resulted in a ROAS of 621% for the nine months ended September 30, 2023 for our operating business units of Seas the Day Charters USVI, Windy of Chicago, and Paradise Adventures LLC. For this ROAS calculation, we spent $746,851 on online advertising guest acquisition programs, primarily online search and display advertising buys on Google, Microsoft Audience Network and Meta, to achieve $4,637,947 in online and direct ticket sales. Management believes that ROAS is important to monitor the efficiency of our advertising spend and to affect data driven decisions on the value of specific advertising media and campaigns. Our Management believes that ROAS are effective in comparing the cost-effectiveness of one marketing campaign against another.” We believe this KPI is valuable for investors to understand the efficiency of the Company’s advertising spend as it is a significant portion of our overall operating expense.

●

Unique Users. We use this KPI to monitor the number of unique users of its websites and social media instances. We utilize the definition and calculation of unique users as provided by the Web Analytics Consultants Association. The Web Analytics Consultants Association defines unique users as: “a user counted only once no matter how many times they visit the site over a set period of time.” Our Management believes monitoring the growth of unique users helps inform our advertising and marketing groups on content decisions and overall popularity of our websites and social media instances. We believe this KPI is valuable for investors because it illustrates the growth of unique users over a specified period of time..

●

Guest Reviews and Guest Ratings. We believe that statistics referencing guest reviews are valuable to assist in monitoring our guest services programs. Guest reviews are driven by ‘ratings.’ We utilize TripAdvisor’s definition and formula for guest reviews and ratings; (see TripAdvisor “The Power of Reviews” https://www.tripadvisor.com/powerofreviews.pdf). According to TripAdvisor, “Ratings provide a sense of quality over a set scale. When submitting a review on TripAdvisor, travelers submit bubble ratings on a scale from 5 (Excellent) to 1 (Terrible).” Our Management believes that monitoring the number of guest reviews and the number of guest reviews in each rating group (1 being positive and 5 being negative) provides valuable insight into the success of our guest services programs. We believe that this guest review information, positive and negative, keeps our investors well-informed of our quality of operations.

Critical Accounting Policies and Significant Judgments and Estimates

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.

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Revenue Recognition

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, our 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.

Other Revenue Recognition Matters

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.

Concentrations of Credit and Business Risk

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.

Customer Concentrations

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.

Use of Estimates

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.

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Cash and Cash Equivalents

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, we did not have any cash equivalents.

Fair Value of Financial Instruments

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.

Property and Equipment

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.

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

Impairment of Long-Lived Assets

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 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 was between $6 million and $6.5 million.

Leases

We 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, we applied a dual approach to all leases whereby we are 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 us. Lease classification is evaluated at the inception of the lease agreement.

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Paycheck Protection Program

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, we 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.

Income Taxes

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.

Recent Accounting Pronouncements

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

Internal Control Over Financial Reporting

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.

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JOBS Act

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.

Quantitative and Qualitative Disclosures About Market Risk

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

Subsequent Events

The Company has performed an evaluation of subsequent events through September 30, 2023, which is the date these consolidated financial statements were available for issuance. Subsequent to December 31, 2022, the following events occurred:

Acquisition of Paradise Adventures LLC

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. An additional $500,000 cash payment toward the notes payable was made in April of 2023.

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. As of September 30, 2023 this note payable has a balance of $538,041.

In April 2023, the Company entered into a loan agreement in the amount of $1,260,000 at an interest rate of 45% due in full in November 2023. The amount of $500,000 was used for partial payment of the acquisition of Paradise Adventures, LLC. The remaining funds of the business loan was used for general operating costs of the business. As of September 30, 2023 this note payable has a balance of 1,288,814.

Acquisition of the Paradise Group of Companies

In March 2023, the owners of the Paradise Group of Companies entered into a Purchase Agreement to sell 100% of the membership interest of the Company to AMDI in 2023. On July 31, 2023 the Company entered into a Second Amendment to the Purchase Agreement. On September 15th, 2023, we entered into a Third Amendment to the Purchase Agreement which extended the closing date to on or before October 31, 2023. On November 1st, 2023, we entered into a Fourth Amendment to the Purchase Agreement which extended the closing date to on or before December 15th, 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.

Navy Pier Lease

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.

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Results of Operations for the Nine months ended September 30, 2023 as compared to the Nine months ended September 30, 2022 (unaudited)

Net sales

The company saw an increase in net sales of 55.1% for the nine months ended September 30, 2023 to $6,993,366, as compared to $4,508,743 for the nine months ended September 30, 2022. This increase was driven by the acquisition on January 18, 2022 of Paradise Adventures with net sales of approximately $2.9 million for the nine months ended September 30, 2023.

The results of each business unit are as follows:

*(in ‘000’s)*	Nine months ending Sept. 2023		Nine months ending Sept. 2022		$ Variance		% Variance
Paradise Adventures	$	2897		-	$	2897		-
Seas the Day USVI	$	2281	$	2818	$	-437		-19.1	%
Windy of Chicago	$	1815	$	1690	$	125		7.4	%
TOTAL	$	6993	$	4508	$	2485		55.1	%

Paradise Adventures revenue acquired in January of 2023 does not have corresponding revenue under Amphitrite Digital ownership in the nine months ending September 30, 2022. On a comparable year-over-year (‘YoY’) basis Paradise Adventures had an increase of 21% YoY from $2.413 million in the 9 months ending September 30, 2022 to $2.897 million in the 9 months ending September 30, 2023.

Seas the Day Charters USVI saw a net sales decrease of 19.1% YoY or $0.537 million for the financial period ending September 30, 2022. We believe this to be attributable to a combination of an increase in airfare rates to the U.S. Virgin Islands, and consumer challenges with airline flight cancellations in the spring of 2023 resulting in an overall decline in tourist visits to the islands.

Windy of Chicago season begins in May each year. In 2023, Windy of Chicago’s season opening was May 19^th, 2023 compared to a season opening of May 13^th in 2023; one week later than normal. The one week delay was a result of necessary maintenance and scheduling of Windy of Chicago’s 5-year U.S. Coast Guard out of water inspection in Sturgeon Bay, Wisconsin. Notwithstanding the one week season opening delay, Windy experienced revenue growth of +7.4% YoY powered by the company’s digitally enabled guest acquisition programs.

Cost of Revenue

For the nine months ended September 30, 2023, cost of revenue increased by 70.1% to $4,187,746, as compared to $2,450,688 for the nine months ended September 30, 2022. Cost of revenue expense grew slightly faster than revenue growth for the nine months ended September 30, 2023; cost of revenue grew by 70.1% versus revenue growth of 55.1%. This is primarily attributable to an increase in non-cash depreciation expense and training and knowledge transfer expense associated with the acquisition of Paradise Adventures LLC on January 18, 2023 as detailed below.

Depreciation expense of our maritime vessels embedded in cost of revenue increased to $699,266 for the nine months ended September 30, 2023 from $393,053 for the nine months ended September 30, 2022. This is due to the acquisition and start of depreciation of Tall Ship Windy in April of 2022 and the acquisition of the 13 vessels associated with the Paradise Adventures LLC acquisition on January 18, 2022. In addition, our Seas the Day Charters USVI business unit acquired the 41’ SY Always Sunday in June of 2023 adding to the increase in non-cash depreciation expense.

For our company, labor expense for our 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 a:

●

increase in labor expense as a percent of revenue at Paradise Adventures LLC attributable to additional labor expense necessary for knowledge transfer and training associated with the acquisition,

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increase in labor training expense as a result of increased vessel count at Seas the Day Charters USVI necessary to handle organic growth,

●

increase in repair and maintenance expense at Seas the Day Charters USVI as a result of our outsourcing repair and maintenance outsourcing agreement,

Labor expense increased from $760,812 for the nine months ended September 30, 2022 to $1,645,356 for the nine months ended September 30, 2023. This was primarily the result of the acquisition of Paradise Adventures LLC and absorbing that business unit’s labor expense as well as non-recurring expense of $262,884 associated with knowledge transfer and training from the acquisition. Cost of direct operating expense which is mainly repair and maintenance increased for the nine months ended September 30, 2023 to $1,843,124 from $1,296,823. This was attributable to absorbing the repair and maintenance expense from the acquisition of Paradise Adventures LLC as well as the transition of our repair and maintenance expense at Seas the Day Charters USVI to an outsource agreement with Paradise Yacht Management LLC. Upon completion of the acquisition of the Paradise Group of Companies upon the consummation of this Offering, PGC will handle repair and maintenance for both Seas the Day Charters USVI as well as the Paradise Group of Companies. The company believes that post-acquisition PGC’s repair and maintenance department as an internal business function serving both business units will create increased efficiencies in repair and maintenance expense as a percent of revenue.

Gross profit

Gross profit increased to $2,805,620 from $2,058,055, or approximately 36%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. This increase is attributable to the overall net sales increase of 55.1%, offset by a 70.1% increase in cost of revenue.

Gross profit margin decreased to 40% for the nine months ending September 30, 2023 from 46% for the nine months ending September 30, 2022. Cost of revenue relative to net sales increased at a greater pace in the nine months ended September 30, 2023 compared to the period ending September 30, 2022; creating a negative gross profit margin variance of 6%. That negative performance was driven by a higher non-cash depreciation expense, cost of labor and direct operating expense in the period ending September 30, 2023 relative to net sales for the same period. This was primarily attributable to the increase in depreciation expense, non-recurring expenses associated with knowledge transfer and training related to the Paradise Adventures LLC acquisition, and a short-term repair and maintenance expense increase attributable to our recent repair and maintenance outsource agreement with Paradise Yacht Management LLC. We anticipate that our gross profit dollars will increase proportionate to net sales in the future.

Operating Expenses

The following table summarizes our operating expenses as of nine months ended September 30, 2023, and nine months end September 30, 2022.

	September 30, 2023		September 30, 2022		$ Change		% Change
Compensation and Related Expense	$	2,924,038	$	2,409,392	$	514,646		21.4	%
Marketing & Advertising Expense	$	1,356,763	$	351,104	$	1,005,659		286.4	%
Other General & Administrative Expense	$	741,756	$	470,958	$	270,798		57.5	%
Professional and Consulting Fees	$	442,740	$	81,977	$	360,763		440.1	%
Depreciation	$	43,126	$	17,584	$	25,542		145.3	%
Total Operating Expenses	$	5,508,423	$	3,331,015	$	2,177,408		65.4	%

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Total operating expenses for the nine months ended September 30, 2023, increased by approximately 65.4% to $5,508,423 as compared to $3,331,015 for the nine months ended September 30, 2022. The increase in operating expense was primarily attributable to the acquisition of Paradise Adventures LLC on January 18, 2023 which added an incremental $1.3 million of operating expense.

Compensation and related expensed increased by $514,636 to $2,924,038 for the nine months ended September 30, 2023. This was almost driven by an increase in non-cash stock based compensation of $477,744 to $1,720,244 for the nine months ended September 30, 2023. Stock based compensation was utilized for employee retention programs associated with the acquisition of Paradise Adventures LLC.

Advertising expenses increased 286.4% to $1,356,763 for the nine months ended September 30, 2022, compared to $351,104 for the nine months ended September 30, 2022. The increase is primarily attributable to:

●

an increase in our digitally-enabled advertising expenditures with Google, Microsoft Audience Network and Meta as a result of the acquisition of Paradise Adventures LLC that assisted in driving the 21% year-over-year increase in Paradise Adventures sales, and

●

a non-recurring $508,229 in marketing developmental expense to test new digital advertising means associated with the acquisition of Paradise Adventures LLC, expansion of marketing channels for Windy of Chicago and Seas the Day Charters USVI and the testing of CharterSmarter.com which is associated with the acquisition of the Paradise Group of Companies upon the consummation of this Offering. We anticipate that our advertising expenses will increase proportionate to net sales in the future as we continue to utilize our digitally-enabled guest acquisition programs to drive net sales.

Other general and administrative expense increased by $270,798 or 57.5% to $741,756 for the nine months ended September 30, 2023. This was primarily driven by the acquisition of Paradise Adventures LLC in January of 2023. The rate of increase is in line with our 55.1% increase in net revenue. In addition, the company had approximately $168,535 of non-recurring operating expense associated with the acquisition and integration of Paradise Adventures LLC and non-amortized expenses associated with this public Offering.

Professional and consulting fees increased by $360,763 to $442,740 for the nine months ended September 30, 2023. This was primarily driven by approximately $322,250 of non-recurring professional and consulting non-amortized expenses associated with this public Offering.

Non-cash depreciation expense increased by $25,542 to $43,126 for the nine months ended September 30, 2023 as compared to $17,584 for the nine months ended September 30, 2022. This was primarily due to the acquisition of Paradise Adventures and the depreciation of its fixed assets that are not related to cost of revenue.

Other Income and Expense

We had interest expense of $1,6334,266 for the nine months ended September 30, 2023 compared to $145,665 for the same period in 2022. This was primarily attributable to high interest, short-term acquisition loans for the partial payment of the acquisition of Paradise Adventures LLC. Historically, we have been able to obtain asset or line of credit financing with interest rates below 10%. We experienced negative headwinds as a result of the rise in interest rates and the tightening of the debt market for small and medium sized businesses in early 2023 resulting in acquisition debt at higher than anticipated interest rates.

We had other income of $156,512 for the nine months ended September 30, 2023 primarily attributable to a $122,592 non-recurring accounts receivable for an IRS Employee Retention Tax Credit.

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Liquidity and Capital Resources

The following table summarizes our changes in working capital as of September 30, 2023 compared to the fiscal year ended December 31, 2022.

	As of September 30, 2023			As of Dec 30, 2022			$ Change			% Change
Cash (includes restricted)	$	62,000		$	134,868		$	(72,868	)		(54	)%
Current assets	$	403,567		$	339,112		$	64,455			19	%
Current liabilities	$	6,266,339		$	1,955,987		$	4,310,352			220	%
Working capital	$	(5,862,772	)	$	(1,616,875	)	$	(4,245,897	)		(263	)%

Our cash position decreased by $72,868 for the nine months end September 30, 2023. Our cash position at the end of the fiscal period ended September 30, 2023 is negatively affected by $1,634,266 in Notes Payable interest payments. Historically, we have been able to obtain asset or line of credit financing with interest rates below 10%. We experienced negative headwinds as a result of the rise in interest rates and the tightening of the debt market for small and medium sized businesses in early 2023 resulting in acquisition debt at higher than anticipated interest rates.

Current assets increased by $64,455 to $403,567 for the nine months ended September 30, 2023 as compared to the fiscal year ended December 31, 2022. This was primarily driven by an increase in accounts receivable from an ERTC tax credit of $122,592 offset by a decrease in cash of $72,868.

Current liabilities increased by $4,310,352 for the nine months ended September 30, 2023 as compared to the fiscal year ended December 31, 2022 as summarized in the following table:

	As of September 30, 2023		As of Dec 31, 2022		$ Change			% Change
Accounts payable		654,756		386,164		268,592			69.6	%
Accrued expenses		710,403		375,333		335,070			89.3	%
Contract liabilities		230,496		210,244		20,252			9.6	%
Lease liability, current portion		294,047		112,144		181,903			162.2	%
Current portion of notes payable, related party and related party payable		141,774		590,077		(448,303	)		(76.0	%)
Current portion of notes payable, net of debt issuance costs		4,234,863		282,025		3,952,838			1401.6	%
Total current liabilities		6,266,339		1,955,987		4,310,352			220.4	%

Accounts payable was $654,756 for the nine months ended September 30, 2023 an increase of $268,592 from the fiscal year ended December 31, 2022. This is primarily attributable to an increase in invoices associated with professional services fees associated with this Offering.

Accrued expenses increased by $335,070 to $710,403 for the nine months ended September 30, 2023. This is primarily accrued payroll and payroll tax expenses accrued for payment.

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As of nine months ended September 30, 2023, we had contract liabilities of $230,496 related to cash received in advance from customers for tours and charters to be provided after the nine months ended September 30, 2023, at which time, the contract liabilities will be recognized as revenues. As of the fiscal year ended December 31, 2022, the contract liabilities were $210,244 related to cash received in advance from customers. All performance obligations under these contracts were completed during the nine months ended September 30, 2023; therefore, the contact liabilities outstanding as of December 31, 2022 were recognized as revenues.

The year-over-year lease liability increase of $181,903 was driven by the lease of our maritime berths at Bluegreen Resort and Spa in Panama City Beach Florida as part of our acquisition of Paradise Adventures LLC in January 2023.

Current portion of related party notes payable decreased by $448,303 to $141,774 for the nine months ended September 30, 2023. This was primarily attributed to a decrease of $318,543 in the principal balance of the notes payable for the purchase of Tall Ship Windy and the elimination of $125,000 related party payable for a one-time legal settlement.

Current portion of notes payable net of debt issuance costs increased by $3,952,838 to $4,234,863. This was primarily the result of the acquisition of Paradise Adventures LLC in January of 2023 including: $1,576,000 final note payable to previous owners of Paradise Adventures to be paid with “Use of Proceeds” from this Offering, $538,041 note payable balance for short-term acquisition loan and $1,288,814 note payable balance for additional short-term acquisition and working capital loan.

Working capital deficit increased to $5,862,772 for the nine months ended September 30, 2022 compared to $1,616,875 for the fiscal year ended December 31, 2022. Two major factors attributed to a decrease in working capital:

1: Investment. Current portion of notes payable increased from $3,952,838 to $4,234,863 as described above. As these notes are short-term and to be paid with “Use of Proceeds” from this Offering, they negatively affect working capital.

2: Non-recurring expenses. The company had $1,261,898 of non-recurring expenses in the nine months ending September 30, 2023. This was comprised of:

●

$262,884 of non-recurring cost of revenue expense associated with the acquisition and integration of Paradise Adventures LLC.

●

a non-recurring $508,229 in marketing developmental expense to integrate Paradise Adventures LLC onto the company’s digital advertising platform, expansion of marketing channels for Windy of Chicago and Seas the Day Charters USVI and the testing of CharterSmarter.com which is associated with the acquisition of the Paradise Group of Companies upon the consummation of this Offering.

●

In addition, the company had approximately $168,535 of non-recurring general and administrative expense associated with the acquisition and integration of Paradise Adventures LLC, the pending acquisition of the Paradise Group of Companies upon the consummation of this Offering and expenses associated with this Offering.

●

$322,250 of non-recurring professional and consulting non-amortized expenses associated with this public Offering.

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 President, when necessary. We plan to support our future operations primarily from positive cash flow generated from our operations post Offering including the acquisition of the Paradise Group of Companies and the reduction of debt.

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The following table sets forth information as to consolidated cash flow information for the nine months ended September 30, 2023.

	As of September 30, 2023			As of September 30, 2022			$ Change			% Change
Cash Flows Data:
Net cash flows (used in) provided by operating activities	$	(1,014,673	)	$	327,632		$	(1,342,305	)		(409.7	%)
Net cash (used in) provided by investing activities	$	(1,077,064	)	$	(1,524,962	)	$	447,898			29.4	%
Net cash (used in) provided by financing activities	$	2,018,869		$	1,592,547		$	426,322			26.8	%
Net increase in cash and cash equivalents	$	(72,868	)	$	395,217		$	(468,085	)		(118.4	%)

Cash Flow Activities for the Nine months ended September 30, 2023 and 2022

Net Cash (Used in) Provided by Operating Activities

Net cash flow (used in) provided by operating activities for the nine months ended September 30, 2023 and 2022 was $(1,014,673) and $327,632 respectively. For 2023, this reflected our net loss net loss of $4,342,250 offset as shown below:

	Nine months Ended September 30, 2023
Cash Flows from Operating Activities:
Net loss	$	(4,342,250	)
Adjustments to reconcile net loss to net cash
Depreciation expense		742,392
Amortization of debt discount		136,360
Amortization of right-of-use assets		138,097
Loss on debt extinguishment		161,693
Stock based compensation		1,720,244
Stock issued for services		4,000

Changes in operating assets and liabilities:
Increase in accounts receivable		-
Increase in Employer Retention Tax Credit receivable		(122,592	)
Decrease in other receivables		11,537
Increase in prepaid expenses		(29,407	)
Decrease in deposits		2,074
Increase in accounts payable		289,692
Increase in accounts payable - related party		70,301
Increase in accrued expenses		328,015
Increase in contract liabilities		15,386
Decrease in lease liabilities		(140,215	)
Net cash used in operating activities		(1,014,673	)

The ($1,014,673) net cash (used in) provided by operating activities for the nine months ended September 30, 2023 is primarily attributable to ($836,898) in non-recurring expenses related to the acquisition of Paradise Adventures LLC and the pending acquisition of the Paradise Group of Companies upon the consummation of this Offering and ($425,000) in transaction related expense for this Offering.

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Net Cash (Used in) Provided by Investing Activities

Net cash (used in) provided by investing activities for the nine months ended September 30, 2023 and 2022 was ($1,077,064) and ($1,524,962), respectively, and related entirely to acquisitions and the purchase of property and equipment in each year. In 2023, ($817,078) was net cash used in the acquisition of Paradise Adventures LLC. ($259,986) of cash was used for the purchase of property and equipment used in our charter and tour operations, including the purchases of the vessel 41’ SY Always Sunday for the Seas the Day USVI business unit.

Net Cash (Used in) Provided by Financing Activities

Net cash (used in) provided by financing activities for the nine months ended September 30, 2023 and 2022 was $2,018,869 and $1,592,547 respectively. For 2023, it consisted of the following:

Cash Flows from Financing Activities:
Repayment of notes payable, related parties	(224,720	)
Proceeds from notes payable, net of issuance costs of $45,990	3,243,846
Repayment of notes payable	(2,280,900	)
Debt issuance costs	30,000
Proceeds from the sale of common stock	1,257,498
Increase in deferred Offering costs	(43,861	)
Proceeds from stock subscription receivable	47,000
Distributions	(9,994	)
Net cash provided by financing activities	2,018,869

Repayment of Notes Payable of $2,280,900 in the nine months ending September 30, 2023 was primarily for the acquisition of Paradise Adventures LLC.

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 president, when necessary. We plan to support our future operations primarily from cash generated from our operations including cash generated from our recent acquisition of Paradise Adventures LLC in January 2023 and the pending acquisition of the Paradise Group of Companies to close with the proceeds from this Offering.

Future Cash Requirements

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 non-acquisition debt and operating obligations.

As of nine months ended September 30, 2022 the company’s cash requirements for notes payable are as follows:

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Notes Payable – Related Party

A summary of notes payable, related parties outstanding as of September 30, 2023 and December 31, 2022 is presented below.

	September 30, 2023			December 31, 2022
In June 2019, the Seas the Day BU issued a note payable with the managing member of Ham & Cheese LLC in the amount of $236,520, 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 $103,477 and $132,578 as of September 30, 2023 and December 2022, respectively.	$	163,414		$	183,305
In November 2021, the Seas the Day BU issued a note payable with the managing member of the Company, bearing an interest at 22% and requiring fixed monthly payments of principal and interest of $1,256 through maturity in November 2024 is secured by substantially all assets of Ham & Cheese LLC.		15,390			24,403
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. The note was fully repaid as of September 30, 2023.		-			50,000
In April 2022, AMDI issued a note payable with Ham & Cheese Events LLC in the amount of $551,098 as consideration for the contribution of the Seas the Day BU’s operations to AMDI, bearing interest at 4% and due on April 1, 2028. No regular payments are required. The note is secured by essentially all assets of AMDI.		345,998			396,098
In April 2022, AMDI issued a note payable with Ham & Cheese Events LLC in the amount of $75,000 and requiring fixed monthly payments of principal and interest of $1,683 through maturity in April 2023. The note is secured by all assets of Ham & Cheese Events LLC as defined in Article 9 of the UCC Code.		9,931			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.		63,782			75,328
In April 2022, WOC entered into a mortgage in the amount of $1,200,000, requiring monthly payments ranging from $5,716 - $10,126 with a 6% interest rate, due in April 2037, for the acquisition of the Tall Ship Windy (see note 5). In July 2022 and January 2023, $180,000 and $300,000 of the loan was repaid with 180,000 and 300,000 shares of common stock with an estimated value of $1.00 per share, respectively.		642,813			961,356
In October 2022, AMDI issued a note payable with Ham & Cheese Events LLC in the amount of $100,000 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.		36,683			84,850
Total notes payable, related parties		1,278,011			1,797,924
Less current portion		(111,774	)		(465,077	)
Long-term portion	$	1,166,237			1,332,847

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Future maturities of notes payable, related parties are as follows:

Year ended December 31,
2023 (remainder)	$	64,836
2024		82,940
2025		75,515
2026		80,821
2027		71,186
Thereafter		902,713
	$	1,278,011

During the nine months ended September 30, 2023 and 2022, total interest expense incurred on the notes payable, related parties totaled $73,819 and $55,538, respectively.

Notes Payable - Commercial

A summary of notes payable - commercial outstanding as of September 30, 2023 and December 31, 2022 is presented below.

	September 30, 2023		December 31, 2022
In May 2020, the Seas the Day BU entered into a Paycheck Protection Program Loan (“PPP Loan”) in the amount of $93,074 with a 1% interest rate, due in May 2022. Fixed monthly payments of principal and interest in the amount of $3,919. In June 2022, the government issued loan forgiveness in the amount of $20,833.	$	28,558	$	46,925
In May 2020 and October 2021, the Seas the Day BU 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, AMDI received an additional $350,000 in loan proceeds and the monthly payment increased to $2,511 through maturity in May 2050. In January 2022, AMDI 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		1,272,600
In October 2020, the Seas the Day BU 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% (10.25% at September 30, 2023) and maturing in October 2027. The note is secured by a first preferred ship mortgage on property and equipment with carrying values of $113,647 and $195,685 as of September 30, 2023, and December 31, 2022, respectively.		133,409		158,436
In March 2021, the Seas the Day BU 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 $138,215 and $161,250 as of September 30, 2023, and December 31, 2022, respectively.		85,844		108,385
In October 2021, the Seas the Day BU entered into a promissory note in the amount of $286,948, 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 $205,499 and $247,059 as of September 30, 2023, and December 31, 2022, respectively.		153,260		185,500

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	September 30, 2023		December 31, 2022
Economic Injury Disaster Loan assumed by AMDI with its acquisition of WOC 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		499,900
In March 2022, the Seas the Day BU entered into a promissory note in the amount of $272,000 with an interest rate of 5% requiring monthly payments of $3,816 through April 2029. This promissory note was refinanced with the same financial institution in May 2023 (see C8 below).		-		262,124
In May 2023, STDC refinanced a promissory note with the same financial institution in the amount of $256,000 with an interest rate based on the prime rate plus 2% (10.25% as of September 30, 2023) requiring monthly payments of $3,816 through March 2029 and a balloon payment April 2029. The note is secured by property and equipment with a carrying value of $326,921 as of September 30, 2023.		250,342		-
In May 2022, WOC entered into a premium financed insurance agreement in the amount of $51,856 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, STDC 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 $141,473 and $174,373 as of September 30, 2023, and December 31, 2022, respectively.		104,168		126,059
In October 2022, STDC entered into a secured promissory note in the amount of $110,000, bearing interest at 6% due on December 2022. This secured promissory note was paid in full as of September 30, 2023		-		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. This receivable sales agreement was paid in full as of September 30, 2023.		-		33,924
In January 2023, AMDI executed a loan and security agreement in the amount of $800,000 for net proceeds after $40,000 of debt issuance costs of $760,000. The note bears interest at an effective annual rate of 98% due August 2023 and requires weekly payments in various amounts. The loan is secured by substantially all assets of the Company.		538,041		-
In April 2023, AMDI executed a loan and security agreement in the amount of $1,260,000 for net proceeds after $96,000 of debt issuance costs of $1,164,000. The note bears interest at an effective annual rate of 132% due October 2023 and requires 28 weekly payments of $64,800. The loan is secured by substantially all assets of the Company.		1,288,814		-
In connection with the acquisition of Paradise Adventures, Inc. (see Note 4), AMDI issued a note payable in the amount of $2,076,000 with the seller bearing no interest. The note matures 90-days from issuance date, or the effective date of the Company’s Form S-1 filed with the Securities and Exchange Commission which has not yet occurred. AMDI made a payment of $500,000 against the amount owed. The note payable is collateralized by the property and equipment held by PA.		1,576,000		-
AMDI issued a mortgage note in the amount of $500,000 for the purchase of a vessel. The note bears interest at 6% per annum and requires five monthly payments of $4,500 with the remaining amount of $477,500 due November 15, 2023. The note is secured by the vessel with a net book value of approximately $547,000 as of September 30, 2023.		486,500		-

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	September 30, 2023			December 31, 2022
In May 2023, AMDI entered into a receivable sales agreement in the amount of $81,000 resulting in net proceeds of $50,400 after an original issue discount (OID) of $30,600. The agreement requires fixed weekly payments of $3,375 until paid in full in November 2023. This agreement is secured by the title to receivables. The OID was recorded as a debt discount and will be amortized into interest expense over the six month term of the agreement. As of September 30, 2023, unamortized debt discount was $5,829.		33,750			-
In September 2023, AMDI entered into two receivable sales agreement in the aggregate amount of $312,400 resulting in net proceeds of $209,000 after an original issue discount (OID) of $103,400. The agreements require fixed weekly payments totaling $14,200 until paid in full in February 2024. This agreement is secured by the title to receivables. The OID was recorded as a debt discount and will be amortized into interest expense over the five month term of the agreements. As of September 30, 2023, unamortized debt discount was $86,859.		269,800			-
Total notes payable		6,720,986			2,804,574
Less: unamortized debt issuance costs		(92,688	)		-
Total notes payable, net of unamortized debt issuance costs		6,628,298			2,804,574
Less current portion, net of discounts		(4,234,863	)		(282,025	)
Long-term portion	$	2,393,435		$	2,522,549

Future maturities of notes payable - commercial are as follows:

Year ended December 31,
2023 (remainder)	$	3,973,426
2024		485,891
2025		208,675
2026		182,816
2027		95,328
Thereafter		1,774,850
	$	6,720,986
Less: unamortized debt issuance costs		(92,688	)
	$	6,628,298

During the nine months ended September 30, 2023 and 2022, total interest expense incurred on the notes payable totaled $1,496,853 and $55,580, respectively. During the nine months ended September 30, 2023 amortization of debt discounts, included in interest expense, related to the notes payable amounted to $136,360.

As of September 30, 2023 the company’s cash requirements for leases are as follows:

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Leases

The Company signed a 5-year lease with American Yacht Harbor for 1,117 square feet, 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.

We lease a 280-square-foot parcel at Point Pleasant Resort, 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. This lease with lease extension expired September 30, 2023. The Company has active negotiations with the lessor to renew this lease.

At various times, the Company enters into maritime vessel berthing agreements with American Yacht Harbor in Red Hook, St. Thomas, USVI 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 $122,281 and $121,425 for the nine months ended September 30, 2023, and 2022, respectively.

In May 2023, Windy of Chicago Ltd signed a 5-year lease with Navy Pier Incorporated, with respect to certain property and docking space located on Navy Pier at 600 East Grand, #40, Chicago, Illinois. The lease requires the Company to pay a base annual license fee of $184,957 comprised of an annual mooring fee of $55,487 and an annual operating fee of $129,470. The lease also requires the Company to pay additional payments based on 11.5% of gross annual receipts over $1,608,317; no additional payments were made during the nine months ended September 30, 2023.

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

Related Party Lease

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 of $11,000 are required under the lease. AMDI is entitled to all of the revenue generated from the rental of Magen’s Hideaway.

As of September 30, 2023, the weighted average lease term remining is 3.75 years and average discount rate is 13.00 % on all leases within the scope of ASC 842.

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The following table presents the maturities of the Company’s operating lease liabilities as of September 30, 2023:

Year ended December 31,	Third Party Leases			Related Party Lease			Total
2023 (remainder)	$	68,146		$	112,970		$	181,116
2024		233,098			139,019			372,117
2025		200,445			143,190			343,635
2026		184,957			147,485			332,442
2027		184,957			37,142			222,099
Total minimum non-cancellable operating lease payments		871,603			579,806			1,451,409
Less: imputed interest		(225,126	)		(126,718	)		(351,844	)
Total lease liability as of September 30, 2023		646,477			453,088			1,099,565
Less: current portion		(151,926	)		(142,121	)		(294,047	)
Long-term portion	$	494,551		$	310,967		$	805,518

Rent expense for the periods ended September 30, 2023 and 2022, including leases with a term of less than twelve months was $463,715 and $334,569, respectively.

Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA reconciles to net income as follows:

	Nine Months Ended September 30,
(in USD dollars)	2023			2022
Net loss	$	(4,342,250	)	$	(1,647,792	)
Addback:
Depreciation and amortization		742,392			410,637
Interest expense		1,634,266			145,665
Income tax expense (benefit)
Settlements⁽¹⁾					250,000
Share-based compensation expense⁽²⁾		1,720,244			1,242,500
Non-recurring expenses related to acquisitions⁽³⁾		836,898			467,881
Transaction costs⁽⁴⁾		425,000			115,000
Adjusted EBITDA	$	1,016,550		$	983,891

(1)

Represents an adjustment for a non-recurring legal settlement for $250,000.

(2)

(3)

(4)

Represents costs related to a public company transaction, including accounting, legal, and listing costs.

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Adjusted EBITDA Margin, net

Adjusted EBITDA margin, net is calculated as follows:

	For the Nine months Ended September 30,			For the Nine months Ended September 30,
	2023			2022
Net sales	$	6,993,366		$	4,508,743
Net income (loss)	$	(4,342,250	)	$	(1,647,792	)
Net income (loss) margin		(62	)%		(36.5	)%
Adjusted EBITDA	$	1,016,550		$	983,891
Adjusted EBITDA margin, net		14.5	%		21.8	%

The adjusted EBITDA increased to $1,016,550 for the nine months ended September 30, 2023 compared to $983,891 in the prior year. Adjusted EBITDA variances to Net Income for the nine months ended September 30, 2023 includes $742,392 in non-cash depreciation expense, $1,634,266 in interest expense, $1,720,244 in non-cash stock compensation, and $1,261,898 in non-recurring expense associated with the acquisition of Paradise Adventures LLC on January 18, 2023 and non-recurring expenses associated with this public Offering as detailed below:

	●	$262,884 of non-recurring cost of revenue expense associated with the acquisition and integration of Paradise Adventures LLC.

	●	a non-recurring $508,229 in marketing developmental expense to integrate Paradise Adventures LLC onto the company’s digital advertising platform, expansion of marketing channels for Windy of Chicago and Seas the Day Charters USVI and the testing of CharterSmarter.com which is associated with the acquisition of the Paradise Group of Companies upon the consummation of this Offering.

	●	In addition, the company had approximately $168,535 of non-recurring general and administrative expense associated with the acquisition and integration of Paradise Adventures LLC, the pending acquisition of the Paradise Group of Companies upon the consummation of this Offering and expenses associated with this Offering.

	●	$322,250 of non-recurring professional and consulting non-amortized expenses associated with this public Offering.

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OUR BUSINESS

Our Mission

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.

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 50 luxury catamarans and power boats in the USVI, 12 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.

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 for 12 additional yachts, and yacht sales brokerage services. We anticipate our acquisition of the Paradise Group of Companies to be completed upon the consummation of this Offering. Privately owned luxury yachts valued at over $55 million are currently managed 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, the acquisition of the Paradise Group of Companies in the U.S. and British Virgin Islands to be completed upon the consummation of this Offering, and Magens Hideaway on St. Thomas, USVI.

In the preceding twelve months ended September 30, 2023, more than 77,000 guests have experienced one of our maritime tours or yacht charters. In the same period, over 5.24 million unique users visited our websites and social media sites to plan their activities. 98% of guest reviews of Amphitrite’s business unit services are positive reviews; 3-star (average) to 5-star (exceptional) reviews. From July 30, 2019 through September 30, 2023 on a cumulative basis, our operating units have received more than 10,100 reviews on major consumer review sites; Google Reviews, TripAdvisor, and Facebook. Of those reviews on a 5-star scale, 95% were 5-star reviews, 2% were 4-star, 1% were 3-star and 2% were 2 or 1-star reviews.

Our customers book our tours through (i) our websites at www.amphitritedigital.com, www.tallshipwindy.com, www.seasthedayusvi.com, www.paradiseadventurespcb.com, www.magenshideaway.com, and upon acquisition of PGC www.paradiseyachtmanagement.com, www.chartersmarter.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.

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Corporate Information

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.

We have not been involved in a bankruptcy, receivership or similar proceeding.

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.

Company History

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 Seas the Day BU 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:

●

On April 19, 2022, we formed STDC Holdings Incorporated (“STDC Holdings”), a USVI C-corporation, as a wholly owned operating unit to acquire the Seas the Day business unit of Ham and Cheese Events LLC, which does business as Seas the Day Charters USVI, in exchange for the assumption of $1,948,901 of Seas the Day BU 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 September 30, 2023, we have paid $205,100 toward the promissory note, leaving a balance of $345,998, including accrued and unpaid interest.

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 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 upon 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. As of September 30, 2023, the Company has pre-paid $500,000 toward the promissory note leaving a balance of $1,575,999.

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●

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.

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Corporate Structure

Our operations are conducted by our wholly owned subsidiaries. Our corporate structure as of September 30, 2023 is illustrated below:

Our corporate structure giving effect to the Paradise Group of Companies acquisition anticipated to close upon the consummation of this Offering is illustrated below:

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Our Operations

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.

Our revenue is generated from direct online sales and sales through OTAs. During the twelve months ended September 30, 2023, 69% of our ticket sales came through direct and online sales through our four primary websites, tallshipwindy.com, seasthedayusvi.com, paradiseadventurespcb.com and magenshideaway.com, and 31% came through other travel agents who booked their clients on our vessels or villas described below.

Tall Ship Windy in Chicago

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 $3,000 to $9,375 per hour, depending on the day and time.

In the twelve months ended September 30, 2023, Tall Ship Windy serviced more than 30,000 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.

Seas the Day Charters in St Thomas, USVI

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 September 30, 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.

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Magens Hideaway Luxury Villa in St Thomas, USVI

Managed by STDC Holdings, 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 in Panama City Beach, Florida

Paradise Adventures LLC was acquired by the company on January 18, 2023.

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 nine months ended September 30, 2023 since Paradise Adventures was acquired by the Company on January 19, 2023, Paradise Adventures has serviced more than 38,000 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.

Paradise Group of Companies in St. Thomas, USVI

The company anticipates completing its acquisition of the Paradise Group of Companies upon the consummation of this 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, the Paradise Group of Companies serviced 2,641 guests on 426 paid luxury charter vacations generating $10,529,733 in gross term charter revenue.

The Paradise Group of Companies 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.

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The Company Fleet of Maritime Charter and Tour Vessels

As of September 30, 2023, the company owns 27 vessels (excluding one work barge) in the Caribbean, Florida and Lake Michigan. Upon the completion of its acquisition of the Paradise Group of Companies anticipated with the consummation of this Offering, we will add an additional 36 privately-owned yachts managed by PGC and an additional 12 yachts under contract for PGC clearing house services. The company believes that these vessels, owned or managed, are adequate and well-suited for our revenue objectives.

The Company analyses and tracks various statistics to reflect overall capacity and utilization for our four primary maritime offerings. Components of capacity and utilization by category of offering are as follows:

Maritime Offering
Category

Capacity Determination

Utilization Determination

Notes

Private Day Charters

For private day charters, capacity is determined by the number of available full-day bookings for a given time period. For private day charters, the booking is for the vessel regardless of the number of guests. For example, when SY Sirena is booked for a private full day charter; whether for 6 guests or 12 guests – this would be considered 1 booking. Therefore, if SY Sirena is available to be booked 341 days out of the calendar year, the capacity for SY Sirena would be 341.

For the private day charter category, utilization is determined by the number of bookings sold divided by the capacity (number of available full-day bookings) for that time period. A half day booking is calculated at ½ of a full day booking. Using the SY Sirena example, if it was booked 285.5 days in a calendar year, SY Sirena’s utilization would be 83.7%; 285.5 days booked divided by 341 capacity; days available to be booked.

Capacity only includes days the vessel is available to be booked. It does not include scheduled repair and maintenance days. Generally, private day charter vessels are scheduled for maintenance 2 days a month or 24 days a year.

Capacity does not include periods of time where the vessel is taken out of service for the season. Vessels taken out of service during certain periods of the year are indicated in the fleet table below.

Public Boat Tours

Public boat tours are sold ‘per person’. For this category of offering, capacity is determined by the number of available tickets that can be sold for a given time period. For example, Tall Ship Windy has 148 guest tickets that can be sold for each boat tour. If Tall Ship Windy has 5 tours in a day, her capacity for that day would be 740.

For the public boat tour category, utilization is determined by the number of tickets sold divided by the capacity (number of tickets available) for that time period. Using the Tall Ship Windy example, in a day where Tall Ship Windy has 5 tours and 412 tickets were sold, the utilization for Tall Ship Windy would be 55.7%; 412 tickets sold divided by 740 tickets available.

Capacity only includes days the vessel is available to be booked. It does not include scheduled repair and maintenance days. Generally, public boat tour vessels are scheduled for maintenance 2 days a month or 24 days a year.

Capacity does not include periods of time where the vessel is taken out of service for the season. For example, Tall Ship Windy operates seasonally from approximately the 2^nd week of May through the last day of September. Seasonal vessels are indicated in the fleet table below.

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Maritime Offering
Category

Capacity Determination

Utilization Determination

Notes

Private Term Charters. This category of service to begin upon the acquisition of PGC anticipated to be consummated upon the completion of this Offering

For private term charters, which are generally 7-night yacht vacations, capacity is determined by the number of charter weeks available for a given time period. In the term charter industry for our operating area in the Caribbean, generally term charter yachts are available 36 weeks of a calendar year; approximately the first week of November through the last week of July. As a standard, we use 36 weeks as the capacity for our term charters.

For the private term charter category, utilization is determined by the number of 7-night yacht vacations booked (sold) divided by the capacity (number of charter weeks available) for that period. Generally, the minimum number of nights for a private term charter is 5 nights. For partial term charter weeks, a partial week is calculated by the number of nights divided by 7.

As an example, if SY Nomad had 22 weeks of term charter bookings (sold), the utilization for SY Nomad would be 61%; 22 weeks divided by 36 weeks.

Capacity for private term charters only includes weeks the vessel is available for booking. The private term charter vessels managed by our Company (PGC) are all privately-owned vessels. Capacity does not include weeks of ownership use of the vessel. Capacity does not include weeks where the vessel is taken out of service for the season; generally August through October.

Bare Boat Rentals

For bare boat rentals, capacity is determined by the number of available full-day bookings for a given time period. For bare boat rentals, the booking is for the vessel regardless of the number of guests. For example, when Suntracker #1 is booked for a private full day charter; whether for 4 guests or 10 guests – this would be considered 1 booking. Therefore, if Suntracker #1 is available to be booked 283 days out of the calendar year, the capacity for Suntracker #1 would be 283.

For the bare boat rental category, utilization is determined by the number of bookings sold divided by the capacity (number of available full-day bookings) for that time period. A half day booking is calculated at ½ of a full day booking. Using the Suntracker #1 example, if it was booked 92 days in a calendar year, Suntracker #1’s utilization would be 32.5%; 92 days booked divided by 283 capacity; days available to be booked.

Capacity only includes days the vessel is available to be booked. It does not include scheduled repair and maintenance days. Generally, bare boat rentals are scheduled for maintenance 1 day a week or 52 days a year.

Capacity does not include periods of time where the vessel is taken out of service for the season. Vessels taken out of service during certain periods are indicated in the fleet table below.

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Our maritime offering categories along with approximate utilization data are as follows.

Offering Category	Description	Number of Vessels	Utilization
Private Day Charters	These vessels are well-suited for private half or full day (7 hour) charters with an up to 12 guest capacity.	13 company owned vessels with a combined capacity of 4,188 charter days for the 12 months ending September 30, 2023.	Vessel utilization was 63% for the 13 vessels. For the 12 months ending September 30, 2023 we had 2,638 private day charter bookings on these vessels.
Public Boat Tours	These vessels are designed for public, pay per person, boat tours. These vessels are USCG certified for higher passenger counts up to 150 guests.	4 company owned vessels with a combined capacity of 229,715 guest tickets for the 12 months ending September 30, 2023.	Vessel utilization was 34% for the 4 vessels. For the 12 months ending September 30, 2023 we had 22,322 executed boat tour reservations for 78,103 guests.
Private Term Charters⁽¹⁾	These vessels are high-end, luxury yachts. They are designed for week long yacht vacations with a capacity of 8 to 10 guests, 2 guests per cabin.	36 vessels managed on behalf of private owners. Each vessel has approximately 36 ‘weeks’ of available utilization per year.	For the 12 months ending September 30, 2023 we had 542 sold charter weeks for a utilization of 41.8%.
Bareboat Rentals	These vessels are low-cost, pontoon vessels used exclusively in Panama City Beach Florida for bareboat rentals.	10 company owned vessels with a combined capacity of 1,687 boat rental days.	For the 12 months ending September 30, 2023 we had 793 executed bookings for a utilization of 47%.
Clearing Services⁽¹⁾	PGC provides yacht clearing services for privately owned vessels.	12 – clearing services provided to 12 privately owned yachts

– Services offered by Paradise Group of Companies anticipated to be acquired by Amphitrite Digital upon the consummation of this Offering

Each vessel in our fleet, whether company owned or managed, or clearing agent only is selected based on its suitability for purpose and both it available utilization and actual utilization projection. At present, we do not have any vessels the company would consider under-performing. As of September 30, 2023, the detail of vessels owned, managed by PGC or clearing agent only are shown below.

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Vessel	Year Built	Type of Vessel and Offering	Size of Vessel	Jurisdiction of Registration Primary Areas of Operation	Owned, Managed or Clearing Agent
MV Aquarius	2018 repowered 2022	Power Boat Private Day Charter	31’	US Virgin Islands	Owned
MV Poseidon	2019	Power Boat Private Day Charter	36’	US Virgin Islands	Owned
SY Mazu	2015	Sailing Catamaran Private Day Charter	35’	US Virgin Islands	Owned
SY Pisces	2003 repowered 2022	Sailing Catamaran Private Day Charter	47’	US Virgin Islands	Owned
SY Sirena	2000 repowered 2021	Sailing Catamaran Private Day Charter	50’	US Virgin Islands	Owned
SY Leviathan (formerly SY Spellbound)	2006 repowered 2021	Sailing Catamaran Private Day Charter	50’	US Virgin Islands	Owned
MV Sea Wolf	2012	Power Boat Private Day Charter	45’

Amphitrite Digital Inc S-1