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

EXPLANATORY NOTE

This Registration Statement contains a form of prospectusto be used in connection with the potential resale by certain Selling Securityholders of an aggregate of 1,650,000 shares of our common stock (the “Prospectus”), consisting of (i) 150,000 shares of our common stock and (ii) 1,500,000 shares of our common stock issuable upon exercise of outstanding Selling Securityholder Warrant held by the Selling Securityholder.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not solicitingnor does it seek an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated June 6, 201816,666,667 Shares

Common Stock

PRELIMINARY PROSPECTUS

EVmo, Inc.

YayYo,

This is a firm commitment public offering of 16,666,667 shares of common stock, par value $0.000001 per share (the “Common Stock”) of EVmo, Inc.

1,650,000 Shares, a Delaware corporation, at an assumed offering price of $0.90 per share. Our Common Stock is traded on the Pink Open Market and quoted on the OTC Market under the symbol “YAYO.” On November 19, 2021, the last reported sale price of the Common Stock on the OTC Market was $0.90 per share (the “Assumed Offering Price”). The Assumed Offering Price used throughout this prospectus has been included for illustration purposes only and the final public offering price of the shares of Common stockStock in this offering will be determined through negotiation between us and the underwriters in the offering and the recent market price used throughout this prospectus may not be indicative of the final offering price.

This

We are an “emerging growth company” and a “smaller reporting company,” each as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus relatesand may elect to do so in future filings. See the section titled “Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our securities involves risks. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of the risks that you should consider in connection with an investment in our Common Stock.

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

We have granted to the Selling Securityholder named hereinunderwriters of up to 1,650,000 sharesthis offering an option for a period of our common stock. Of the shares being offered, (a) 150,000 are issued and outstanding as of45 days from the date of this prospectus; and (b) 1,500,000 are issuable upon exerciseprospectus to purchase up to an additional 2,500,000 shares of Selling Securityholder Warrant.

Theour Common Stock, an amount equal to 15% of the number of shares offered byhereby, on the same terms and conditions described herein, solely to cover over-allotments, if any. See “Underwriting” for more information.

The underwriters expect to deliver the shares of Common Stock against payment on or about,                  2021, subject to customary closing conditions.

The date of this prospectus may be sold by the Selling Securityholder (“Selling Securityholder”) from time to time in the open market,at a fixed price of $8.00 per share until our shares of common stock are quoted on Nasdaq or the OTCQX, if at all, and thereafter at prevailing market prices at the time of sale or privately negotiated prices or a combination of these methods. The distribution of the shares by the Selling Securityholder is not subject to any underwriting agreement. We will not receive any of the proceeds from the sale of such shares. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the Selling Securityholder will be borne by them.November 23, 2021

Our common stock is not listed on any stock exchange or over-the-counter market. There is currently no active trading market in our common stock. While we have applied to have our shares of common stock approved for listing on Nasdaq Capital Markets (“Nasdaq”) under the symbol “YAYO,” there can be no assurance that we will meet the initial listing requirements to list our common stock on Nasdaq. In the event that our application to list our common stock on Nasdaq is not approved, the Company may seek to have its common stock quoted on the OTCQX over-the-counter exchange operated by OTC Markets Group Inc. (the “OTCQX”). There can be no assurance that the common stock subject to registration and resale by the Selling Securityholder under this prospectus will be approved for listing on Nasdaq or quoted on the OTCQX or other recognized securities exchange or quotation system. For more information see the section “Risk Factors.” Further, the shares to be registered and offered by this prospectus are not subject to or contingent upon the shares of common stock being listed on Nasdaq or the OTCQX or any other recognized securities exchange of quotation system. In the event that our application with Nasdaq is not approved we intend to consummate this offering of our common stock.

Following this offering, affiliates of certain members of our board of directors will hold a substantial amount of our issued and outstanding common stock and will control more than a majority of the voting power of our common stock. As a result of such ownership, such individual will be able to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws

EVmo, Inc.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

We have not, and the approval of any merger or sale of substantially all of our assets. We will be a “controlled company” within the meaning of the corporate governance rules of Nasdaq. See “Management—Controlled Company.”

We are an “emerging growth company” under the federal securities laws and may elect to take advantage of reduced public company reporting requirements. An investment in our securities may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of your investment. See “Risk Factors” beginning on page 11 to read about the risks you should consider before buying our securities.

You should rely only on the information contained in this prospectus and any prospectus supplement or amendment. Weunderwriters have not, authorized anyone to provide you with information different information. This prospectus may only be used where itthan that which is legal to sell these securities. The information in this prospectus is only accurate on the date of this prospectus, regardless of the time of any sale of securities.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is                    , 2018

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. We have not authorized any dealer, salesperson or 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 not making an offer of any securities in any jurisdiction. The Selling Securityholderfree writing prospectus that we have authorized for use in connection with this offering. We are offering to sell, and seeking offers to buy, our common stockshares of Common Stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus and the offering of the Common Stock in certain jurisdictions may be restricted by law. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any Common Stock offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

You should assume that the information containedappearing in this prospectus and in any free writing prospectus that we have authorized for use in connection with this offering, 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.those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus and any free writing prospectus that date.we have authorized for use in connection with this offering, in their entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus entitled “Where You Can Find More Information.”

For investors outside of the United States: No action is being taken in any jurisdiction outside of the United States that would permit a public offering of the shares of our Common Stock or possession or distribution of this prospectus in any such jurisdiction. Persons outside of 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 Common Stock and the distribution of this prospectus outside of the United States.

Table of Contents

Market Data

Market dataWe further note that the representations, warranties and certain industry data and forecasts used throughoutcovenants made by us in any agreement that is filed as an exhibit to this prospectus were obtained from internal company surveys, market research, consultant surveys, publicly available information, reportsmade solely for the benefit of governmental agenciesthe parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believedshould not be deemed to be reliable, but the accuracy and completeness ofa representation, warranty or covenant to you. Moreover, such information is not guaranteed. We have not independently verified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growthrepresentations, warranties or covenants were used in preparing the forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus; our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

PROSPECTUS SUMMARY

This summary provides a brief overview of the key aspects of our business and our securities. The reader should read the entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors.” Some of the statements contained in this prospectus, including statements under “Summary” and “Risk Factors” as well as those noted in the documents incorporated herein by reference, are forward-looking statements and may involve a number of risks and uncertainties. Our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speakaccurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the covercurrent state of this prospectus.our affairs.

As usedUnless the context requires otherwise, references in this prospectus all references to “capital stock,“EVmo,” “common stock,” “Shares,” “preferred stock,” “stockholders,” “shareholders” applies only to YayYo, Inc “we,” “our,” “us,“EVmo, Inc.,” the “Company,” the “registrant,“we,” or “YayYo”“us,” and “our” refer to YayYo,EVmo, Inc., a Delaware corporation. References

This prospectus may make reference to trademarks, servicemarks and tradenames owned by us or other companies. All such trademarks, servicemarks and tradenames, if any, included in this prospectus are the property of their respective owners.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our securities. Before deciding to invest in our securities, you should read this entire prospectus carefully, including the terms “Company,” “we,” “our”section of this prospectus entitled “Risk Factors” beginning on page 8. All brand names or wordstrademarks appearing in this report are the property of like import mean YayYo,their respective holders.

Overview of the Company

EVmo, Inc., and its direct and indirect subsidiaries, which currently consist of Distinct Cars, LLC, is a Delaware limited liabilityholding company (“Distinct Cars”),operating principally through two wholly-owned subsidiaries: (i) Rideshare Car Rentals LLC, a Delaware limited liability company (“Rideshare”Rideshare”), Savvy LLC, a Delaware limited liability company (“Savvy”) and Rideyayyo LLC, a Delaware limited liability company (“Rideyayyo”). All references in this prospectus to “years” and “fiscal years” means the twelve-month period ended December 31^st.

About our Company

The Company is a holding company operating through its wholly-owned subsidiaries, including(ii) Distinct Cars, LLC, a Delaware limited liability company (“Distinct Cars”Cars”), Savvy LLC, a Delaware limited liability company (“Savvy”), Rideyayyo LLC, a Delaware limited liability company (“Rideyayyo”) and. Rideshare Car Rentals LLC, a Delaware limited liability company (“Rideshare”).

On August 12, 2017, we announced that we were shifting our primary corporate focus in the transportation/ridesharing industry from the development of the Metasearch App. As of the date of this Prospectus, the Company’s operating business segments include (i)offers an online peer-to-peer bookings platform to service the ridesharing economy through the Company’s wholly-owned subsidiary Rideshare (the “Rideshare Platform”“Rideshare Platform”), and (ii) the maintenance of while Distinct Cars maintains a fleet of standard passenger vehicles to be made commercially availableand transit vans for use in the last-mile logistical space for rent throughto our customers who are drivers in the Company’s wholly-owned subsidiary Distinct Cars (“Fleet Management”).ridesharing and delivery gig industries, while also providing them with insurance coverage and issuing them insurance cards in their own names. This enables such drivers to meet the vehicle suitability and other requirements of rideshare and delivery gig companies such as Uber, Lyft, DoorDash and Grubhub. Through the Company’s wholly-owned subsidiaries Rideshare and Distinct Cars, the Company seekswe seek to become thea leading provider of a standard rental vehicles to drivers in the ridesharing economy.and delivery gig spaces, and an industry leader in supplying transit vans for last-mile logistics. “Gig” generally refers to a labor market characterized by the prevalence of short-term contracts or freelance work as opposed to permanent jobs.

The Company operations are organized into two business segments acrossDrivers can rent their vehicles using the ridesharing and transportation industry:

Rideshare Platform,—On October 31, 2017, which enables them to check inventory and performance and review vehicle data. Drivers have the Company createdability to book vehicles online by the wholly-owned subsidiary, Rideshare to incubateday, week or month, at their option, make payments, check insurance, or extend their rental with a minimum of inconvenience, while at the concept of a proprietary transportation network system focusedsame time incurring no maintenance expenses. Depending on the developingmake and model of a peer-to-peer booking platform to rent standard passenger vehicles to self-employed ridesharing drivers.the requested vehicle, rental prices begin at $39 per day or $795 per month. The Company has now deployedRideshare Platform is available on desktop, iOS and Android devices. We initially launched the Rideshare Platform on it’s operating online platform, Ridesharerental.com (http://www.Ridesharerental.com). The Rideshare Platform is a proprietary peer-to-peer car-rental marketplace that connectsin Los Angeles, CA and have since expanded it in the Company’s Fleet Management vehicles, other fleet ownersfollowing markets: Oakland, CA; Las Vegas, NV; Chicago, IL; Newark, NJ; Baltimore, MD; and selected individual car owners with Rideshare drivers seeking rental vehicles.Dallas, TX.

Fleet Management— On June 10, 2017, the CompanyIn March 2021, we formed theanother wholly-owned subsidiary, Distinct Cars for purposes of developingEV Vehicles LLC, a fleet management business. The Company’s Fleet Management business focuses onDelaware limited liability company, which we intend to utilize as the maintenance of acorporate platform to implement our strategy to transition our entire fleet of brand newrental vehicles from standard passenger vehicles under lease contract with the Company,internal combustion engines to be subsequently rented directly toelectric by 2024.

Our Market

We service drivers in the ridesharing economy.and delivery gig industries by providing them with qualifying vehicles and insurance, enabling them to work for Transportation Network Companies (“TNCs”) such as Uber and Lyft. We strongly believe this is a vibrant and growing market, as the advent of ridesharing and food delivery gigs over the last decade has permanently changed the transportation industry. The Fleet Management businessU.S. Department of Labor-Bureau of Labor Statistics in its April 2021 report has reported that consumer expenditures on transportation were approximately $1.1 trillion in 2019. Further, according to such statistics, transportation (including vehicle purchases and vehicles are made commercially available throughexpenditures for gasoline and motor oil) was the Company’s Rideshare Platform.second largest household expenditure after housing and the aggregate consumer spending on transportation was almost twice as large as that of healthcare and three times as large as entertainment. The use of rideshare and food delivery gig applications on smart phones has been transformative, allowing Uber, for example, to announce in mid-2016 that it had completed its two billionth ride only six months after it marked its first one billion rides.

Recent Developments

YayYo, Inc. - Recent Financing Activities

As of December 31, 2017, the Company had 25,770,551 shares of common stock issued and outstanding. From January, 2018 to May 30, 2018, the Company issued (i) 39,180 shares of common stock under the Regulation A+ Offering (defined below) in exchange for cash proceeds, and (ii) 504,195 shares of restricted common stock, pursuant to following:

In December 2016, we filed an offering statement pursuant to Regulation AOne of the Securities Act, which was qualifiedchallenges the ridesharing and delivery gig industries faces is ensuring that driver growth keeps pace with the massive demand. Lyft recently reported an increase in active riders by over 940,000 in the first quarter of 2021 than in the fourth quarter of 2020, and that by the SECend of February 2021 rider growth had exceeded driver growth. Uber had 3.5 million active drivers on March 17, 2017. We offered upits platform during the first three months of the year but is also reporting a shortage. In April 2021, it announced a $250 million stimulus to a maximum of 6,250,000 shares of common stock on a “best efforts” basis, at a price of $8.00 per share. On March 16, 2018, we closed the Regulation A offering, after issuing365,306shares of common stockentice both former and new drivers to work for proceeds of approximately$1.8 millionnet of offering expenses (the “Regulation A+ Offering”).them.

In January 2018, the Company issued notes payable for $15,000 and also issued an aggregate of 1,125 shares of its common stock to these note holders as additional incentive to make the loans.

Further, in February 2018, the Company sold 22,500 shares of common stock to two investors for cash proceeds of $180,000.

During fiscal year 2017,Accordingly, the TNCs have actively taken steps to satisfy their driver demand by setting up programs designed to get eligible drivers into qualified cars. Uber has entered into multiple partnerships with car rental companies, and Lyft Express Driver is partnered with Hertz. We believe EVmo can be a major independent player in this space, since we also supply TNC drivers with qualifying vehicles, which we expect will eventually be electric vehicles, and provide them access to the Rideshare Platform, which is a driver-friendly mechanism to manage their vehicle rental and allowing them to generate income.

Our Growth Strategy

Our current growth strategy, which we formulated in early 2021, centers around our goal to transition our entire vehicle fleet to electric vehicles. We initiated this strategy for several reasons. First, we believe that industry trends are clear that electric vehicles will become the mainstay of the automobile market over the next 10 years. The Ford Motor Company has recently announced its intention to invest more than $30 billion in vehicle electrification through 2025, and has stated that it expects electric vehicles will comprise nearly half of all global sales by 2030. General Motors has stated that its goal is to exclusively sell electric vehicles by 2035. Apple and Hyundai are collaborating on producing an electric vehicle, and industry leader Tesla is rapidly growing and expanding its electric vehicle product line. While, according to LMC Automotive, only 410,000 electric vehicles were built in North America in 2020, annual production is expected to increase to at least 1.4 million vehicles by 2028.

Second, we believe that both drivers and riders will be increasingly drawn to electric vehicles for their environmental benefits, especially as they become comparable to combustion cars in terms of pricing, mileage and the number of available options to choose from. The demand for clean energy products is undeniable, and electric vehicles should be no exception as consumers continue to seek out eco-friendly alternatives.

Finally, we concluded that governmental policies and mandates will ultimately force the hand of both the automobile industry and consumers. Fuel economy and carbon dioxide emission targets are under constant review by the Environmental Protection Agency and many state governments, and in our opinion, this has helped shape manufacturing strategies and consumer preferences. Several states and municipalities have taken steps to either halt the sales of gasoline-fueled vehicles in the near future, or to promote the sale of electric vehicles. For example, the governor of California issued an executive order in September 2020 requiring all in-state sales of new passenger cars and trucks to be zero- emissions by 2035. In Oregon, residents can receive a rebate of up to $2,500 on the purchase or lease of a qualifying electric vehicle.

While we will incur a considerable short-term operating expense in turning over our fleet, we firmly believe that the reputational and brand benefits we will realize from being known as a TNC vehicle provider with an entirely electric fleet will quickly allow us to differentiate ourselves and significantly grow our business. The trends we describe above will directly impact the ridesharing and delivery gig industries, as we believe that both TNC drivers and riders will increasingly express a preference for electric vehicles. By making ourselves an early industry leader in this area, we believe that we will be well-positioned to market ourselves successfully and become profitable, using our current business model of vehicle rentals to TNC drivers. We currently have 40 electric vehicles in our fleet and we expect this number to grow to approximately 150-200 by the end of 2021. We expect to complete our transition to wholly electric by 2024.

Impact of COVID-19 on our Business

On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern,” and on March 11, 2020, it characterized the outbreak as a “pandemic.” In response, numerous states and cities ordered their residents to cease traveling to non-essential jobs and to curtail all unnecessary travel, and similar restrictions were recommended by the federal government. Beginning in the first quarter of 2020, which saw the initial rapid spread of COVID-19, rideshare companies were severely and negatively impacted, as demand plummeted. Consequently, the Company enteredexperienced a decline in revenue during the first half of 2020, which had a negative impact on our cash flows, but we then saw a positive upward movement in revenue during the second half of 2020, which has continued into vehicle leasing agreements with Acme Auto Leasing LLC (the “Lessor”). Asthe first three fiscal quarters of December 31, 2017, the Company has total lease obligations in the amount of $1,593,291 (collectively, the “Finance Lease Obligations”).

On July 15, 2017, the Company and the Lessor entered into an agreement pursuant to which the Company agreed to issue additional consideration to the Lessor in the form of a restricted stock grant in the amount of 100,000 shares of common stock, in exchange for certain terms to be provided by the Lessor under all lease agreements entered into between the Lessor and the Company (the “Lease Side Agreement”).

In December 2017, YayYo, Inc., issued a senior secured promissory note to the Selling Securityholder, in the original principal amount of $222,222 (the “First Note”). As an inducement for the secured parties to extend the loan as evidenced by the First Note and to secure complete and timely payment of the First Note, YayYo, Inc., as borrower, issued and granted a security interest in all the assets of the YayYo, Inc., (including a pledge of securities, owned as of record and beneficially by the YayYo, Inc., in the wholly-owned subsidiaries of the Company) and its subsidiaries, existing as of the date of issuance of thereafter acquired.

On March 8, 2018, YayYo, Inc., entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an “accredited investor” (as defined in Rule 501(a) under the Securities Act of 1933, as amended) (the “Lender”), pursuant to which the Lender purchased (i) a senior secured promissory note in the principal face amount of $6,000,000 due March 8, 2023, subject to extension (the “Second Note”) and (ii) warrants to acquire up to an aggregate of 1,500,000 shares, with an exercise price of $4.00 per share (the “Warrant Shares”) of Common stock (defined below) of the Company (the “Warrants” or the “Selling Securityholder Warrant”) and 150,000 commitment shares of common stock, par value $0.000001 per share, of the Company (the “Commitment Shares”) for an aggregate purchase price of $6,000,000 (the “Second Note Offering”) to be directed and deposited by the Lender in the Company’s Master Restricted Account (defined below). The principal balance of $6,000,000 on the Second Note bears interest at a rate per annum equal to LIBOR plus 100 basis points, subject to adjustment in accordance with the terms of the Second Note. The Warrants expire five years from the date of issuance. Further, the Company paid $178,228 of issuance costs associated with the Second Note. The Company also paid $178,228 of issuance costs associated with this Second Note. The relative fair value of the 150,000 Commitment Shares of common stock was $378,916 and the relative fair value of the 1,500,000 Warrant Shares was $3,726,506 and both were recorded as a discount on the Second Note and as additional paid in capital. In addition, the issuance costs of $178,228 have also been recorded as a debt discount. The debt discount of $4,283,650 is being amortized over the term of the Second Note.

YayYo, Inc., obligations to repay and otherwise perform its obligations under the Second Note are secured by a continuing first priority lien and perfected security interest in the $6,000,000 held in the Master Restricted Account (the “Collateral”), to be held and maintained at Umpqua Bank (the “Master Restricted Account”), subject to a deposit account control agreement, dated as of March 7, 2018, by and between the YayYo, Inc., the Lender and Umpqua Bank (the “Controlled Account Agreement”). Subject to the terms of the Second Note and Controlled Account Agreement, upon the exercise of the Warrant and following the YayYo, Inc., receipt of a notice by the holder of the Second Note electing to effect a release of cash with respect to the Collateral or at any such time that the outstanding amount of the Collateral is greater than or exceeds the principal face amount under the Second Note, the Lender will release a certain percentage of cash held as Collateral in the Master Restricted Account to YayYo, Inc. Under the terms of the Purchase Agreement, YayYo, Inc., will use any proceeds received and distributed from the Master Restricted Account, if at all, for general corporate purposes.

In accordance with the Second Note Offering, the Company has agreed to pay Aegis Capital Corp., as placement agent (“Aegis”) a cash placement fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the Warrants or options sold in the Second Note Offering equal to 8% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Placement Agent’s Fee”). As additional compensation for the services to be provided by Aegis, as the placement agent and investment banker, the Company shall issue to Aegis or its designees at the Closing, warrants (the “Aegis Warrants”) to purchase such number of shares of common stock of the Company (“Placement Agent Warrant Shares”) equal to 8% of the aggregate number of securities placed in the Second Note Offering, plus any securities underlying any convertible securities placed in the Second Note Offering to such purchasers. The Aegis Warrants shall have the same terms, including exercise price and registration rights, as the Selling Securityholder Warrant issued to investors in the Second Note Offering. As of April 27, 2018, the Placement Agent’s Fee has been deferred and is intended to be paid by the Company when and as funds are released from the Master Restricted Account to the Company, in proportion to the amount of fees.

We are party to an investors’ rights agreement with the Selling Securityholder, which provides, among other things, that certain holders of our capital stock and securities have the right to demand that we file a registration statement or request that their shares of our capital stock or common stock equivalents be covered by a registration statement that we are otherwise filing under this prospectus. See the section titled “Description of Capital Stock—Registration Rights.”

Distinct Cars, LLC - Recent Financing Activities

2021. As of the date of this prospectus, Distinct Cars, LLC, as lessee, entered into a series of open-ended lease agreementsone vaccination for COVID-19 has received full approval from the Food and disclosure statements with Acme Auto Leasing, Inc., (“Lessor”) to lease standard passenger vehicles, each with an approximate lease term of thirty-six (36) months (each a “Lease Agreement”Drug Administration, while others have received emergency-use authorization, and collectively, the “Lease Agreements”). Monthly payments under each Lease Agreement range from approximately $373.01 per month to $621 per month (with only 9 vehicles out of approximately 150 exceeding $373.01 per month). At the endmany of the termlockdown restrictions imposed by state and local governments have abated. Still, the pandemic has not yet ended, and there have been multiple waves where infections, hospitalizations, and deaths have sharply increased. Most recently, variants of the Lease Agreement, Lessee has the right to purchase ownershiporiginal virus have been identified, and titlemany Americans have resisted obtaining one of the subject vehicle for a nominal payment. In addition,vaccinations. At this time, we cannot predict the Lease Agreements are subject toultimate impact that COVID-19 may have on our business over the grant of a purchase money security interest on each leased vehicle.

Distinct Cars, LLC has completed a debt round of financing pursuant to which Distinct Cars raised aggregate gross proceeds in the amount of $252,667 from twenty-nine accredited investors in exchange for senior secured promissory notes issued by Distinct Cars (each a “Distinct Cars Note” and collectively, the “Distinct Cars Notes”). The maturity date under the Distinct Cars Notes is third-six (36) months from the date of issuance (the “DCN Maturity Date”). The principal amount under the Distinct Cars Notes ranges from a minimum amount of $5,000 per Distinct Cars Note up to $20,000 per Distinct Cars Note. The Distinct Cars Notes accrue interest at a rate of 8% per annum with interest due and payable upon the DCN Maturity Date. The principal amount and any unpaid and accrued interest thereunder is due and payable in twelve (12) quarterly installments commencing upon January 1, 2018. The Distinct Cars Notes are secured by a senior secured priority lien in the equity of the fleet of leased automobiles acquired under the Lease Agreements (see Lease Agreements above) subject to subordination in priority lien status to the purchase money security interest held by the lessor under the Lease Agreements. In addition to the total amount of principal and interest owing under the Distinct Cars Note, upon execution of the Distinct Cars Note and placement of funds the holder shall receive a stock grant (the “Stock Grant”) of YayYo Inc., common stock (the “Parent Shares”) in an amount equal to 100% of the principal sum as calculated by a price of $4.00 per share with 30% coverage. The Stock Grant is offered pursuant to Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act of 1933.

Risks Factors

Our business is subject to a number of risks. You should be aware of these risks before making an investment decision. These risks are discussed more fully in the sectionentirety of this prospectus titled “Risk Factors”, which begins on page 11 of this prospectus.year, and possibly beyond.

Information Regarding our Capitalization

As of May 30, 2018, we had 26,313,926 shares of common stock issued and outstanding. Additional information regarding our issued and outstanding securities may be found in the sections of this prospectus titled “Market for Common Equity and Related Stockholder Matters” and “Description of Securities.”

Unless otherwise specifically stated, information throughout this prospectus does not assume the exercise of outstanding options or warrants to purchase shares of our common stock.

OrganizationalCorporate History and Information

The Company is a holding company operating through its wholly-owned subsidiaries, including Distinct Cars, LLC,EVmo was initially formed on June 21, 2016 as a Delaware limited liability company (“Distinct Carsunder the name “YayYo, LLC.”), Savvy LLC, a Delaware limited liability company (“Savvy”), Rideyayyo LLC, a Delaware limited liability company (“Rideyayyo”) and Rideshare Car Rentals LLC, a Delaware limited liability company (“Rideshare”).

The Company was formed on June 21, 2016 under the name “YayYo, LLC,” which wassubsequently converted into a Delaware corporation pursuant to the unanimous written consent of our former manager and members in a transaction intended to be tax-free under the Internal Revenue Code (the “Conversion”). Pursuant to the Conversion, the members of YayYo, LLC have assigned, transferred, exchanged and converted their respective limited liability company membership interests of YayYo, LLC to the Company in exchange for common stock shares of the Company. All of the YayYo, LLC’s liabilities and assets, including its intellectual property, were automatically transferred to the Company and the Company has assumed ownership of such assets and liabilities upon the filing of the “Certificate of Conversion from a Delaware Limited Liability Company to a Delaware Corporation” with the State of Delaware pursuant to Section 265 of the Delaware General Corporation Law.Law (the “DGCL”). The Company now operates as a “C”“C” corporation formed under the laws of the State of Delaware.

Corporate InformationWe became a reporting company when, on March 17, 2017, an offering circular on Form 1-A relating to a best-efforts offering of our Common Stock pursuant to “Regulation A+” of the Securities Act, was qualified by the Securities and Exchange Commission (the “SEC”). Then, on November 15, 2019, we completed an initial public offering of 2,625,000 shares of Common Stock, at $4.00 per share, for gross proceeds, before underwriting discounts and commissions and expenses, of $10.5 million and our Common Stock was listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “YAYO.”

On February 10, 2020, after being advised by Nasdaq that it believed we no longer met the conditions for continued listing, the Company announced its intent to voluntarily delist its Common Stock. Since delisting from Nasdaq, our Common Stock has been quoted and traded on the Pink Open Market, which is operated by OTC Markets Group, under the same ticker symbol. The delisting was effective on March 1, 2020.

In September 2020, we changed our name from YayYo, Inc. to Rideshare Rental, Inc., in order for our corporate brand to better reflect our principal businesses, ridesharing and vehicle rentals. In February 2021, we again changed our name to EVmo, Inc., to underscore our commitment to making a full transition to electric vehicles by the end of 2024.

Our principal executive officeaddress is located at 433 NorthN. Camden Drive, Suite 600, Beverly Hills, CaliforniaCA 90210. Our telephone number is (310) 926-2643. Our web address iswww.yayyo.com. Information included on926-2643 and our website is not part of this prospectus.may be accessed at www.evmo.com.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We arequalify as an “emerging growth company,”company” as defined in the Jumpstart Our Business Startups Act of 2012.2012, as amended (the “JOBS Act”). As an “emerging growth company,” we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include, but are not limited to:

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We will continue to remain an emerging growth company until the earlierearliest of the following: (i) December 31, 2019, the last day of the fiscal year following the fifth anniversary of the date of the first salecompletion of our common stock pursuant to an effective registration statement under the Securities Act;this offering; (ii) the last day of the fiscal year in which we haveour total annual gross revenues of $1 billionrevenue is equal to or more;more than $1.07 billion; (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 applicable SEC rules. the rules of the Securities and Exchange Commission (the “SEC”).

We expectare also a “smaller reporting company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. To the extent that we will remain an emerging growthcontinue to qualify as a smaller reporting company for the foreseeable future, but cannot retain our emerging growth company status indefinitely and will no longerafter we cease to qualify as an emerging growth company, on or before December 31, 2019. We refercertain of the exemptions available to the Jumpstart Our Business Startups Act of 2012 hereinus as the “JOBS Act,” and references herein to “emerging growth company” have the meaning associated with it in the JOBS Act. For so long as we remain an emerging growth company we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies.

These exemptions include:

For as long as we continue to be an emerging growth company, we expect that we will take advantage of the reduced disclosure obligations available to us as a resultsmaller reporting company, including exemption from compliance with the auditor attestation requirements pursuant to SOX and reduced disclosure about our executive compensation arrangements. We will continue to be a “smaller reporting company” until we have $250 million or more in public float (based on the price of our Common Stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the event we have no public float or a public float that classification.is less than $700 million, annual revenues of $100 million or more during the most recently completed fiscal year.

We may choose to take advantage of some, but not all, of these exemptions. We have taken advantage of certain of those reduced reporting burdensrequirements in this prospectus. Accordingly, the information contained herein may be different thanfrom the information you receive from other public companies in which you hold stock.

An In addition, the JOBS Act provides that an emerging growth company canmay take advantage of thean extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This allows an emerging growth company to delaystandards, delaying the adoption of certainthese accounting standards until those standardsthey would otherwise apply to private companies. We have irrevocably elected to avail ourselves of thisthe extended transition period and, asfor complying with new or revised financial accounting standards. As a result of the accounting standards election, we will not be requiredsubject to adoptthe same implementation timing for new or revised accounting standards on the dates on which adoption of such standards is required foras other public reporting companies.companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.

We are also a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies.

SUMMARY OF THE OFFERING

The following summary contains general information about this offering. The summary is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus.

The number of shares of Common Stock to be outstanding after this offering is based on 35,758,149 shares outstanding as of November 19, 2021, and excludes:

Unless otherwise indicated, all information in this prospectus assumes:

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table summarize our financial data for the periods and as of the dates indicated. The consolidated statements of operations data for the years ended December 31, 2020 and 2019 are derived from our audited consolidated financial statements and notes thereto that are included elsewhere in this prospectus. The statements of operations data for the nine months ended September 30, 2021 and 2020 and the balance sheet data as of September 30, 2021 have been derived from our unaudited condensed financial statements and related notes included elsewhere in this prospectus and have been prepared in accordance with generally accepted accounting principles in the United States of America on the same basis as the annual audited financial statements and, in the opinion of management, the unaudited data reflects all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial information in those statements. Our historical results are not necessarily indicative of results that may be expected in the future, and results for the period ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021. You should read this information together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in the registration statement of which this prospectus forms a part.

(1) The pro forma as adjusted balance sheet data in the table above reflects: the (i) the pro forma adjustments set forth above; (ii) the sale and issuance by us of 16,666,667 shares of our Common Stock in this offering, based upon the assumed public offering price of $0.90 per share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us; and (iii) the use of $2,303,750 of proceeds from this offering for the redemption by us of 230,375 shares of Series B Preferred Stock.

RISK FACTORS

Our business is subject to manyAn investment in our Common Stock involves a high degree of risk. You should consider the risks, uncertainties and uncertainties, which may affect our future financial performance. If anyassumptions discussed below as well as all of the eventsother information contained in this prospectus. It is not possible to predict or circumstances described below occur, our business and financial performanceidentify all such risks. Consequently, we could also be adversely affected our actual results could differ materially from our expectations, and the price of our stock could decline. The risks and uncertainties discussed belowby additional factors that are not the only ones we face. There may be additional risks and uncertainties not currentlypresently known to us or that we currently do not believe are material that may adversely affectconsider to be immaterial to our business and financial performance. You should carefully consider the risks described below, together with all other information included in this prospectus including our financial statements and related notes, before making an investment decision.operations. The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. Ifoccurrence of any of the followingthese known or unknown risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and investors in our securities maymight cause you to lose all or part of their investment.your investment in the Common Stock.

Risks Related to Our Business and Industry

We are an emerging growth company with ahave generated only limited operating historyrevenue to date, have incurred net losses since inception, and limited salesmay continue to date.incur net losses for the foreseeable future.

The Company isWe are subject to all of the risks inherent in the establishment of an emerging growtha start-up company, including the absence of an operatinga lengthy history and the risk that we may be unable to successfully operate our business segments.of successful operations. There can be no assurance that the Companywe will be able to continue to successfully operate our business, segments, including, without limitation, the Company’sdeveloping and enhancing, as applicable, our technologies, products and services.

The Company was incorporated on

We were initially organized in November 16, 2016 and only commenced operations thereafter. The Companyit was incorporated pursuant to the simultaneous filing of the Company’s certificate of incorporation, as filed and stamped by the Delaware Secretary of State on November 16, 2016, and the “Certificate of Conversion from a Delaware Limited Liability Company to a Delaware Corporation”, as filed and stamped on the same date by the Delaware Secretary of State pursuant to Section 265 of the Delaware General Corporation Law. The Company now operates as a “C” corporation formed under the laws of the State of Delaware. Accordingly, we have limited operating history upon which to base an evaluation of our business and prospects. You must consider the risks and difficulties we face as a small operating company with limited operating history.

Onnot until August 12, 2017 we announced that we were shiftingshifted our primary corporate focus inoperations into the transportation/ridesharing industry, towards the vehicle rental business with a focus on developing (i) an online peer-to-peer bookings platform to service the ridesharing economy through the Company’s wholly-owned subsidiary Rideshare (the “Rideshare Platform”), and (ii) the maintenance ofgrowing and maintaining Distinct Cars. We therefore have a fleet of standard passenger vehicles to be made commercially available for rent through the Company���s wholly-owned subsidiary Distinct Cars (“Fleet Management”). Through the Company’s wholly-owned subsidiaries Rideshare and Distinct Cars, we have limited operating history in the vehicle rental, fleet managementridesharing and transportation industry.delivery gig industries. We have generated $235,690$7,670,795 in revenue during the nine months ended September 30, of 2021 but had a net loss of ($11,031,665) as compared to a net loss of ($2,875,546) for the nine months ended September 30, of 2020. We generated $7,621,180 in revenue during fiscal year 2017.2020 but had a net loss of ($3,502,077); in the previous fiscal year, our net loss was ($3,930,221). While our current net loss decreased from the previous fiscal year, and is significantly lower than that of two years ago, we have still not achieved profitability as yet and cannot predict with any certainty when we will do so, if ever. Any unanticipated increase in operating expenses, or a decline in revenues such as we experienced during the early months of the COVID-19 pandemic in 2020, or a failure by us to successfully grow our business, may result in a continuation of net losses for the foreseeable future.

OperatingMore generally, operating results for future periods are subject to numerous uncertainties, several of which we address in this section, and we cannot assure you that the Company will ever achieve or sustain profitability. The Company’s prospects must be considered in light of the general risks encountered by small operating companies with limited operating history, particularly companies in newnewer and rapidly evolving markets.markets, as well as those risks particular to us, which we describe in this section. Operating results will depend upon many factors, including our success in attracting and retaining motivated and qualified personnel, whether or not we can obtain needed financing on satisfactory terms, our ability to establish short term credit lines or obtain financing from other sources, our abilitycontinue to develop and market newour products and services, whether or not we can control costs,our operating expenses, and general economic conditions. The Company has engaged in limited operations to date, and althoughAlthough the Company believes that its plans to grow, expand and scale operations organically, particularly through our transition to electric vehicles, will be successful, there is no assurance that this willmay in fact not be the case. ThereNor can there be noany assurance that the Company’s salesrevenue projections and marketing plans will be achievedrealized as anticipated and planned. The Company cannot assure either its current shareholders or any prospective investors that itany such failure will not have a material adverse effect on our business.

We have incurred a significant amount of secured indebtedness in order to finance our operations and, if we are unable to timely and adequately service this debt, substantially all of our assets will be ablesubject to successfully developseizure by our lender.

In July 2021, we entered into a Term Loan, Guarantee and market its productsSecurity Agreement with EICF Agent LLC, as agent for the lender, and services.Energy Impact Credit Fund I, LP, as lender, providing for a secured term loan facility in an aggregate principal amount of up to $15.0 million, against which we have borrowed $7.5 million as of the closing date of the agreement. These borrowings are guaranteed by the Company’s wholly-owned subsidiaries and are a general obligation of the Company. We have granted our lender a security interest in the right, title, and interest in the collateral identified in the agreement, which is substantially all of the Company’s property and assets other than certain leased vehicles. If, for whatever reason, we are unable to timely and adequately service this debt, these assets will be subject to seizure by our lender, and we will have very limited recourse short of satisfying our debt to delay or prevent any such seizure. This contingency would have a material adverse effect on our business, and would likely prevent us from continuing as a going concern.

We willmay need but may be unable to obtain additional funding on satisfactory terms, which could dilute our shareholders or impose burdensome financial restrictions on our business.

We have relied upon cash from financing activities and in the future,While we hopeintend to rely more predominantly on revenues generated from operations, as well as the capital generated from this offering, to fund all of the cash requirements of our activities. However, there can be no assurance thatbusiness for the foreseeable future, we will be able to generate significant cash from our operating activitieshave, in the futurepast, relied on cash obtained from financing. If we need to fundsraise additional capital after this offering in order to further execute our continuing operations. Futurebusiness plan and growth, it is possible that future financings may not be timely available, on a timely basis,either in sufficient amounts or on terms acceptable to us, if at all. Any future debt financing or other financing of securities senior to the common stockour Common Stock will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on our business, prospects, financial condition and results of operations because we could lose our existing sources of funding and impair our ability to secure new sources of funding. However, there can be no assurance that

The ongoing COVID-19 pandemic may have an adverse effect on our business.

On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern,” and on March 11, 2020, it characterized the outbreak as a “pandemic.” In response, numerous states and cities ordered their residents to cease traveling to non-essential jobs and to curtail all unnecessary travel, and similar restrictions were recommended by the federal government. Beginning in the first quarter of 2020, which saw the initial rapid spread of COVID-19, rideshare companies were severely and negatively impacted, as demand plummeted. Consequently, the Company will be able to generate any investor interestexperienced a decline in its securities.

We have incurred net losses since inception.

Forrevenue during the fiscal year ended December 31, 2017,first half of 2020, which had a negative impact on our cash flows, but we generatedthen saw a losspositive upward movement in revenue during the second half of approximately ($4,100,301), bringing2020, which has continued into the accumulated deficit to approximately ($5,584,010) at December 31, 2017. Increases in costs and expenses may result in a continuationfirst half of losses for the foreseeable future. There can be no assurance that we will be commercially successful.

Issuance of common stock to fund our operations or upon the exercise of outstanding warrants and options may dilute your investment.

We have been operating at a loss since inception and our working capital requirements continue to be significant. We have been supporting our business predominantly through the sale of debt and equity since inception. Since 2017, we have also been supporting our business through our operating cash flow from our limited operational business segments. However, to date the majority of our working capital needs have been funded through third-party capital financings. We will need additional funding for the developing of our business segments, for purposes of increasing our sales and marketing capabilities, technologies and assets, as well as for working capital requirements and other operating and general corporate purposes. Our working capital requirements depend and will continue to depend on numerous factors, including the timing of revenues, the expense involved in development of our products and services, and capital improvements. If we are unable to generate sufficient revenue and cash flow from operations, we will need to seek additional equity or debt financing to provide the capital required to maintain or expand our operations, which may have the effect of diluting our existing stockholders or restricting our ability to run our business.

There can be no assurance that we will be able to raise sufficient additional capital on acceptable terms, or at all. If such financing is not available on satisfactory terms, or is not available at all, we may be required to delay, scale back or eliminate the development of business opportunities and our operations and financial condition may be materially adversely affected. Debt financing, if obtained, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, could increase our expenses and require that our assets be provided as a security for such debt. Debt financing would also be required to be repaid regardless of our operating results. Equity financing, if obtained, could result in dilution to our then existing stockholders.2021. As of the date of this filing, weprospectus, one vaccination for COVID-19 has received full approval from the Food and Drug Administration, while others have issuedreceived emergency-use authorization, and outstandingmany of the Selling Securityholder Warrant to purchase an aggregate of 1,500,000 underlying shares of our common stock. The Company alsolockdown restrictions imposed by state and local governments have abated. Still, the pandemic has reserved an aggregate of 10,000,000 shares of common stock for issuance under its 2016 Equity Incentive Plan (the “2016 Plan”). As December 31, 2017, options to purchase an aggregate of 750,000 shares of common stocknot yet ended, and there have been grantedmultiple waves where infections, hospitalizations, and are outstanding underdeaths have sharply increased. Most recently, variants of the 2016 Planoriginal virus have been identified, and many Americans have resisted obtaining one of which options to purchase 630,000 shares of common stockthe vaccinations. At this time, we cannot predict the ultimate impact that COVID-19 may have vested and are exercisable as of December 31, 2017.

We have outstanding debt and lease commitments, which is secured by our assets and it may make it more difficult for us to make payments on the notes and our other debt and lease obligations.

As of December 31, 2017, we had outstanding indebtedness totaling approximately $909,889. As of December 31, 2017, we had outstanding lease obligations totaling approximately $1,593,291.

Our debt and lease commitments could have important consequences to you. For example, they could:

Our ability to meet our debt service and lease obligations depends on our future financialbusiness over the entirety of this year, and operating performance, which will be impacted by general economic conditions and by financial, business and other competitive factors, many of which are beyondpossibly beyond.

While our control. These factors could include operating difficulties, increased operating costs, competition, regulatory developments and delays in our business strategies. Our ability to meet our debt service and lease obligations may depend in significant part on the extent to which we can successfully execute our business strategy and successfully operate our business segments. We may not be able to execute our business strategy and our business operations may be materially impacted.

If our business does not generate sufficient cash flow from operations or future sufficient borrowings are not available to us under our credit agreements or from other sources we might not be able to service our debt and lease commitments, including the notes, or to fund our other liquidity needs. If we are unable to service our debt and lease commitments, due to inadequate liquidity or otherwise, we may have to delay or cancel acquisitions, sell equity securities, sell assets or restructure or refinance our debt. We might not be able to sell our equity securities, sell our assets or restructure or refinance our debt on a timely basis or on satisfactory terms or at all. In addition, the terms of our agreements with original equipment manufacturers or debt agreements may prohibit us from pursuing any of these alternatives.

Our Rideshare Platform user metrics and other estimatesrelated software are highly technical, they do not enjoy patent protection, and are subject to inherent challenges in measurement,measurement.

Our Rideshare Platform and realits related software are highly technical and complex. Although we have not identified any significant technical issues to date, the Rideshare Platform could contain software bugs, hardware errors, or perceived inaccuraciesother vulnerabilities as yet unknown to us, which could manifest themselves in those metrics may seriously harmany number of ways in our products and negatively affect our reputation and our business.

Weservices, including through diminished performance or malfunctions. Further, while we regularly review key metrics related to the operation of our Rideshare Platform business, including, but not limited to, our monthly average users subscribers and customersin order to evaluate growth trends, measure our performance, and make strategic decisions. Thesedecisions, it is important to note that these metrics are calculated using internal company data and have not been validated by an independent third party. Errors or inaccuracies in our metrics or data could result in incorrect business decisions and inefficiencies. For instance, if a significant understatement or overstatement of Rideshare Platform users were to occur, we may expend resources to implement unnecessary business measures or fail to take required actions to attract a sufficient number of users to satisfy our growth strategies.

OurMoreover, while we developed and coded the Rideshare Platform, emphasizes rapid innovationwe did not do so using any innovative technologies or software, and prioritizes long-term user engagement over short-term financial condition or results of operations. That strategy may yield results that sometimes dotherefore we have not align withobtained any patents for either the market’s expectations. If that happens, our stock price may be negatively affected.

Our Rideshare Platform business is growing and becoming more complex, andor its software. Anyone who wanted to duplicate the Rideshare Platform would not be subject to an action for patent infringement by us.

A security breach or other disruption to the Rideshare Platform or our success depends on our ability to quickly develop and launch new and innovative products. We believe our culture fosters this goal. Our focus on complexity and quick reactionsinternal information technology systems could result in unintended outcomesthe loss, theft, misuse, or decisions that are poorly received byunauthorized disclosure of driver or sensitive company information, could disrupt our usersoperations, or partners. Our culture also prioritizescould frustrate or thwart our long-term user engagement over short-term financial conditiondrivers’ ability to access or results of operations. We frequently make decisions that may reduce our short-term revenue or profitability if we believe thatuse the decisions benefit the aggregate user experience and will thereby improve our financial performance over the long-term. These decisions may not produce the long-term benefits that we expect, in which case, our user growth and engagement, our relationships with advertisers and partners, as well as our business, operating results, and financial condition could be seriously harmed.

Our Rideshare Platform and software is highly technical and may contain undetected software bugs or vulnerabilities,rent vehicles from us, which could manifest in ways that could seriously harm our reputation and our business.

OurThe Rideshare Platform and software is highly technicalour internal information technology systems store and complex. Our Rideshare Platform may contain undetected software bugs, hardware errors, and other vulnerabilities. These bugs and errors can manifest in any number of ways in our products, including through diminished performance, security vulnerabilities, malfunctions, or even permanently.

We also could face claims for product liability, tort, or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention and seriously harm our reputation and our business. In addition, if our liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business could be seriously harmed.

To carry out our business plan we will requiretransmit a significant amount of cash. Ourpersonal and/or confidential information, including the license and credit card information of our drivers and our own financial, operational and strategic information. The functionality and security of the Rideshare Platform and the protection of our drivers’ and our information is therefore critically important to us. However, with the frequency, intensity, and sophistication of cyber-attacks and data security incidents significantly increasing in recent years, we are subject to such attacks, resulting in data privacy and security risks. Cyber-attacks may disrupt our drivers’ ability to generate cash depends on many factors beyondeither access or effectively use the Rideshare Platform, through which they secure or extend their rentals of vehicles belonging to our control.

Our ability to fund planned capital expenditures will depend onDistinct Cars fleet, which would interfere with our ability to generate cashrevenue. Further, any such attack that results in the future. This ability,loss, theft, misuse, or unauthorized disclosure of personal, confidential, and sensitive information of either us or our drivers could lead to some extent, is subject to general economic, financial,significant reputational or competitive legislative, regulatory and other factors that are beyond our control.

We do not believe that our cash flow from operating activities and our existing capital resources, including the liquidity provided by our credit agreements and lease financing arrangements, will be sufficient to fund our planned capital expenditures. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to usharm, result in an amount sufficient to fund our other liquidity needs. We may need to delay capital expenditures or seek additional equity financing. For more information see “Management’s Discussion Analysis of Financial Condition and Resultsof Operation—Liquidity, Capital Resources and Plan of Operations” below.

Our debt and other commitmentslitigation, expose us to regulatory proceedings, and cause us to incur substantial liability or expenses, potentially creating a number of risks, including:material adverse effect.

Cash requirements for debt and lease obligations. A significant portion of the cash flow we generate must be used to service the interest and principal paymentsChanges in laws or regulations relating to our various financial commitments, including $909,889privacy, data protection or the protection or transfer of total notes payable, $552,588 of long-term debtpersonal data, or any actual or perceived failure by us to comply with such laws and $1,593,291 of lease commitment obligations, as of December 31, 2017. A sustained or significant decrease in our operating cash flows could lead to an inability to meet our debt service requirements or to a failure to meet specified financial and operating covenants included in certain of our agreements. If this were to occur, it may lead to a default under one or more of our commitments. In the event of a default for this reason,regulations or any other reason,obligations relating to privacy, data protection or the potential resultprotection or transfer of personal data, could adversely affect our business.

We receive, transmit and store a large volume of personally identifiable information and other data relating to the users on the Rideshare Platform. Numerous local, municipal, state, and federal laws and regulations address privacy, data protection and the collection, storing, sharing, use, disclosure and protection of certain types of data, including the California Online Privacy Protection Act, the Personal Information Protection and Electronic Documents Act, the U.S. Federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, Section 5(c) of the Federal Trade Commission Act, the California Consumer Privacy Act, or CCPA, and the California Privacy Rights Act, or CPRA, which becomes operative on January 1, 2023. These laws, rules and regulations evolve frequently and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement, and may be inconsistent from one jurisdiction to another. For example, the accelerationCPRA will require new disclosures to California consumers and affords such consumers new data rights and abilities to opt-out of amounts due,certain sharing of personal information. The CPRA provides for fines of up to $7,500 per violation, which could have a significant and adverse effect on us.

Availability. Because we finance the majority of our operating and strategic initiatives using a variety of commitments, including $909,889 in total notes payable and loan facilities, we are dependent on continued availability of these sources of funds. If these agreements are terminated or we are unable to access them because of a breach of financial or operating covenants or otherwise, we will likelycan be materially affected.

Interest rate variability. The interest rates we are chargedapplied on a substantial portionper-consumer basis. Aspects of the CPRA and its interpretation and enforcement remain unclear. The effects of this legislation potentially are far-reaching, however, and may require us to further modify our debt, including the Second Note payable, are variable, increasing or decreasing based ondata processing practices and policies and incur additional compliance-related costs and expenses. The CPRA and other changes in laws or regulations relating to privacy, data protection and information security, particularly any new or modified laws or regulations that require enhanced protection of certain published interest rates. Increasestypes of data or new obligations with regard to such interest rates would likely resultdata retention, transfer or disclosure, could greatly increase the cost of providing our offerings, require significant changes to our operations or even prevent us from providing certain offerings in significantly higher interest expense for us,jurisdictions in which would negatively affect our operating results. Because many of our customers finance their vehicle purchases, increased interest rateswe currently operate and in which we may also decrease vehicle sales, which would negatively affect our operating results.operate in the future.

We are a holding company and as a result rely on payments from our subsidiaries in order to meet our cash needs and service our debt. Our subsidiaries may not be able to distribute the necessary funds to us and this could adversely affect our ability to make payments on our indebtedness.

As a holding company without independent means of generating operating revenues, YayYo, Inc.,EVmo depends on dividends, distributions and other payments, from our subsidiaries to fund our obligations and to meet our cash needs. If the operating results of our operating subsidiaries at any given time are insufficient to make distributions to us, we would be unable to make payments on our outstanding indebtedness, which would likely have a material adverse effect on our business, financial condition and future prospects.

We face intense competition that may lead to downward pricing or an inability by us to increase prices.generate profits.

The transportation network and vehicle rental and used-vehicle sale industries are each highly competitivecompetitive. While we believe we provide an effective business model for the benefit of drivers in the ridesharing and delivery gig space, insofar as we can offer both the Rideshare Platform and vehicles in which to utilize it through Distinct Cars, we have multiple competitors, several of which are increasingly subject to substitution.much larger and better-resourced than we are. We believe our principal competitors to be HyreCar, a publicly-traded company that price is onealso facilitates the rental of the primary competitive factors in the vehiclevehicles for use by drivers who work for TNCs such as Uber, Lyft, DoorDash, and Grubhub, and Lyft Express, which makes rental marketvehicles available to Lyft drivers. National car rental companies such as Hertz and that technology has enabled cost-conscious customers, including business travelers, to more easily compare rates available from rental companies. If we try to increase our pricing, our competitors, some of whom mayAvis also have greater resourcesprograms directed at ridesharing and better access to capital than us, may seek to compete aggressively on the basis of pricing. In addition, ourdelivery drivers. Our competitors may reduce their prices in order to, among other things, attempt to gain a competitive advantage, capture market share, or to compensate for declines in overall rental activity.activity, such as during the early months of the COVID-19 pandemic in 2020. To the extent we do not match or remain within a reasonable competitive margin of our competitors’ pricing, our revenues and results of operations, financial condition, liquidity and cash flows could be materially and adversely affected. If competitive pressures lead us to match any of our competitors’ downward pricing and we are not able to reduce our operating costs,expenses, then our margins,revenues and results of operations, financial condition, liquidity and cash flows could again be materially and adversely affected.

Further, we may in the future develop and launch other products or services that may be in direct competition with the various players in the ridesharing industry, such as Uber and Lyft, and all of whom have greater resources than us. Therethere are low barriers to entry in the ridesharing and delivery gig space, and we expect that competition will likely intensify in the future. We believe that numerous factors, including price, offerings, reliability, client base, brand name and general economic trends will affect our ability to compete successfully. Our existing competitors include, and our future competitors may include, many large companies that have substantially greater market presence and financial, technical, marketing and other resources than we do. There can be no assurance that we will have the financial resources, technical expertise or marketing and support capabilities in which to compete successfully. Increased competition could result inSuch significant competition which in turn could result in lower revenues, which could materially, adverselyand negatively, affect our potentialfuture profitability.

We might incur expensesignificant expenses to develop products that are never successfully commercialized.

We have incurred and expect to continue to incur research and development and other expenses in connection with our products business. The potential products to which we devote resources might never be successfully developed or commercialized by us for numerous reasons. Until June 31, 2017,For example, during our first year of operations, we were focused on the development and commercialization of a single sign-on metasearch “ridesharing”ridesharing application, and allocated considerable resources toward it. While we completed development of this application, for smartphone users that seeksseveral reasons we never commercialized it and ultimately opted to provide price comparison and bookings of available ridesharing and taxi services along with select limousine and other public and/or private transportation services (“Metasearch App”).

Asabandon it in favor of the date ofRideshare Platform. If we were to again incur significant expenses in connection with a product or service from which we never derive any revenue, this prospectus, the Company has completed the development of the Metasearch App, however, its successful deployment and function is dependent on the availability of data from the major ridesharing companies (such as Uber and Lyft) known as an application programming interface (“API”). The Metasearch App has been completely developed and is only missing API access to be at full functionality. Thus far, the industry leaders, Uber and Lyft have been reluctant to provide an API to the Company for purposes of supporting the Metasearch App. Due to the API issues and foregoing technical limitations which are beyond the Company’s control, the Company explored additional opportunities in the ridesharing economy space. While the Company has not completely abandoned the Metasearch App, as of the date of this prospectus, the Company has no further intentions to continue the development of the Metasearch App or to continue dedicating human resources or financial capital of the Company to the commercialization of the Metasearch App. While the Company does not intend to allocate additional corporate resources to the development of the Metasearch App, there can be no assurances that we will not incur additional expenses for the Metasearch App that has not been fully developed and/or commercialized. Such additional expenses could have a material adverse effect on our business, financial condition and future prospects.

We face competition thatrely on third-party insurance to cover auto-related risks, and our coverage may lead to downward pricingbe inadequate or an inability to increase prices.our current insurer could either discontinue our coverage or demand significantly higher premiums.

The markets in which we operate are highly competitive and are increasingly subject to substitution. We believe that price is one of the primary competitive factors in the vehicle rental market and that the internet has enabled cost-conscious customers, including business travelers, to more easily compare rates available from rental companies. If we try to increase our pricing, our competitors, some of whom may have greater resources and better access to capital than us, may seek to compete aggressively on the basis of pricing. In addition, our competitors may reduce prices in order to attempt to gain a competitive advantage, capture market share, or to compensate for declines in rental activity. To the extent we do not match or remain within a reasonable competitive margin of our competitors’ pricing, our revenues and results of operations, financial condition, liquidity and cash flows could be materially adversely affected. If competitive pressures lead us to match any of our competitors’ downward pricing and we are not able to reduce our operating costs, then our margins, results of operations, financial condition, liquidity and cash flows could be materially adversely impacted.

We face risks related to liabilities and insurance.

Our businesses expose us to claims for personal injury, death and property damage resulting from the use of the vehicles rented bythrough us, and for employment-related injury claims by our employees. We cannot assure you thatpurchase insurance through a general underwriter, American Business Insurance Services, Inc., to cover us for these claims. If the amount of one or more auto-related claims were to exceed our applicable aggregate coverage limits, we willmay bear the excess liability. Our business, financial condition and results of operations could be adversely affected if the cost per claim or the number of claims significantly exceeds our historical experience and coverage limits, we experience a claim in excess of coverage limits, our insurance provider fails, for any reason, to pay insurance claims, or we experience a claim for which coverage is not be exposedprovided. Any exposure to uninsured liability potentially resulting in multiple payouts or otherwise, any liabilities in respect of existing or future claims exceedingthat exceed the level of our insurance, any lack of availability of sufficient capital to pay any uninsured claims, or the availability ofany inability by us to secure insurance with unaffiliated carriers maintained on economically reasonable terms, if at all. While we have insurance for many of these risks, we retain risk relating to certain of these perils and certain perils are not covered by our insurance.

Regulatory issues. We are subject to a wide variety of regulatory activities, including:

Governmental regulations, claims and legal proceedings. Governmental regulations affect almost every aspect of our business, including the fair treatment of our employees, wage and hour issues, and our financing activities with customers. We could also be susceptible to claims or related actions if we fail to operate our business in accordance with applicable laws.

Vehicle Requirements. Federal and state governments in our markets have increasingly placed restrictions and limitations on the vehicles sold in the market in an effort to combat perceived negative environmental effects. For example, in the U.S., vehicle manufacturers are subject to federally mandated corporate average fuel economy standards which will increase substantially through 2025. Furthermore, numerous states, including California, have adopted or are considering requiring the sale of specified numbers of zero-emission vehicles. Significant increases in fuel economy requirements and new federal or state restrictions on emissions on vehicles and automobile fuels in the U.S. could adversely affect prices of and demand for the new vehicles that we sell.

Environmental regulations.We are subject to a wide range of environmental laws and regulations, including those governing: discharges into the air and water; the operation and removal of storage tanks; and the use, storage and disposal of hazardous substances. In the normal course of our operations we use, generate and dispose of materials covered by these laws and regulations. We face potentially significant costs relating to claims, penalties and remediation efforts in the event of non-compliance with existing and future laws and regulations.

Accounting rules and regulations. The Financial Accounting Standards Board is currently evaluating several significant changes to generally accepted accounting standards in the U.S., including the rules governing the accounting for leases. Any such changes could significantly affect our reported financial position, earnings and cash flows. In addition, the Securities and Exchange Commission is currently considering adopting rules that would require us to prepare our financial statements in accordance with International Financial Reporting Standards, which could also result in significant changes to our reported financial position, earnings and cash flows.

Changes in ridesharing Vehicle Requirements. Federal and state governments in our markets have increasingly placed restrictions and limitations on the vehicles sold in the market in an effort to combat perceived negative environmental effects. For example, in the U.S., vehicle manufacturers are subject to federally mandated corporate average fuel economy standards which will increase substantially through 2025. Furthermore, numerous states, including California, have adopted or are considering requiring the sale of specified numbers of zero-emission vehicles. Significant increases in fuel economy requirements and new federal or state restrictions on emissions on vehicles and automobile fuels in the U.S. could adversely affect prices of and demand for the new vehicles that we sell.

Changes in the U.S. legal and regulatory environment that affect our operations, including laws and regulations relating to taxes, automobile related liability, insurance rates, insurance products, consumer privacy, data security, employment matters, licensing and franchising, automotive retail sales, cost and fee recovery and the banking and financing industry could disrupt our business, increase our expenses or otherwise have a material adverse effect on our results of operations, financial condition, liquidity and cash flows.

We are subject to a wide variety of U.S. laws and regulations and changes in the level of government regulation of our business have the potential to materially alter our business practices and materially adversely affect our financial condition, results of operations, liquidity and cash flows, including our profitability. Those changes may come about through new laws and regulations or changes in the interpretation of existing laws and regulations.

Any new, or change in existing, U.S. law and regulation with respect to optional insurance products or policies could increase our costs of compliance or make it uneconomical to offer such products, which would lead to a reduction in revenue and profitability. If customers decline to purchase supplemental liability insurance products from us as a result of any changes in these laws or otherwise, our results of operations, financial condition, liquidity and cash flows could be materially adversely affected.

Certain proposed or enacted laws and regulations with respect to the banking and finance industries, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (including risk retention requirements) and amendments to the SEC’s rules relating to asset-backed securities, could restrict our access to certain financing arrangements and increase our financing costs, whichall, could have a material adverse effecteffect.

Moreover, should our general underwriter for any reason opt to discontinue our coverage, we may be unable to find an adequate replacement. The market for a general underwriter for a company such as us is limited, and it is possible that any replacement insurer could request significantly higher premiums than our current one. Since we would be unable to operate without such insurance, we would either be forced to pay such premiums, or discontinue operations. Even if we were able to negotiate a new policy with our current underwriter, a demand by it for similarly increased premiums would have the same effect.

We rely on third-party background checks to screen potential drivers, and if such checks fail to provide accurate information, or they cannot be timely obtained, or we do not maintain business relationships with background check providers, our business, financial condition and results of operations liquiditycould be adversely affected.

We rely on third-party background checks to screen the records of potential drivers to help identify those that are not qualified to utilize the Rideshare Platform or rent a vehicle from Distinct Cars. To the extent that there is a failure for whatever reason to timely process or obtain the necessary background checks, or the information we receive from them is not complete or accurate, we may either fail to rent one of our vehicles to a qualified driver, thereby losing revenue, or we may rent a vehicle to an unqualified driver, which could result in liability and/or reputational damage to us. Also, if any of our third- party background check providers terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we may need to find an alternate provider, and cash flows.

We have a significant working capital deficiency.

As of December 31, 2017, our working capital deficit was approximately ($136,305).

We may not be able to obtain adequate financingsecure similar terms or replace such partners in an acceptable time frame. If we cannot find alternate third-party background check providers on terms acceptable to continue our operations.

We will needus, we may not be able to raise additional funds through the issuance of equity, equity-related, or debt securities or through obtaining credit from government or financial institutions. This capital will be necessary to fund ongoing operationstimely onboard potential drivers, and continue research and development activities, includingas a result, the Rideshare Platform and our Fleet Management business. We cannotDistinct Cars may be certain that additional funds will be availableless attractive to us on favorable terms when required, or at all. If we cannot raise additional funds when we need them, our financial condition, results of operations, business and prospects would be materially and adversely affected.qualified drivers.

We may pursue strategic transactions which could be difficult to implement, disrupt our business or change our business profile significantly.

While our short-term preference is to continue to grow EVmo organically, using our existing operations and organizational structure, we have been and remain open to a strategic transaction that would inure to the benefit of our shareholders. Any future strategic acquisition or disposition of assets or a business could involve numerous risks, including: (i)including potential disruption of our ongoing business and distraction of management; (ii)management, difficulty integrating the acquired business or segregating assets and operations to be disposed of; (iii)of, exposure to unknown, contingent or other liabilities, including litigation arising in connection with the acquisition or disposition or against any business we may acquire; (iv)acquire, changing our business profile in ways that could have unintended negative consequences;consequences, and (v) the failure to achieve anticipated synergies.

If we enter into significant strategic transactions, the related accounting charges may affect our financial condition and results of operations, particularly in the case of an acquisition. The financing of any significant acquisition may result in changes in our capital structure, including the incurrence of additional indebtedness. A material disposition could requireindebtedness, the amendment or refinancingservicing of which would increase our outstanding indebtedness or a portion thereof.

We rely on our management team, which has little experience working together.

We depend on a small number of executive officers and other members of management to work effectively as a team, to execute our business strategy and operating business segments, and to manage employees and consultants. Our success will be dependent on the personal efforts of Ramy El-Batrawi, our chief executive officer and controlling shareholder, and such other key personnel. Any of our officers or employees can terminate his or her employment relationship at any time, and the loss of the services of such individuals could have a material adverse effect on our business and prospects. Further, our chief financial officers, Mr. Kevin Pickard, is a part-time employee of the Company dedicating approximately 15 hours per week to the business activities of the Company. Our management team has worked together for only a very short period of time and may not work well together as a management team.

We have no long-term employment agreements in place with our executive officers.

As of the date of this Prospectus we have no employment agreements or similar arrangements with our executive officers. If we fail to reach mutually satisfactory agreement with our executives, any one or more of such persons may terminate their association with the Company. The loss of any one or more of these experienced executives may have a materialexpenses and adverse effect on our Company and its business prospects.

Our business operations are dependent upon the ability of our new employees to learn their new roles.

Until June 31, 2017, we were focused on the development and commercialization of a single sign-on metasearch “ridesharing” application for smartphone users that seeks to provide price comparison and bookings of available ridesharing and taxi services along with select limousine and other public and/or private transportation services (“Metasearch App”). On August 12, 2017, we announced that we were shifting our primary corporate focus in the transportation/ridesharing industry towards the vehicle rental business with a focus on developing the Rideshare Platform and our Fleet Management business.

In connection with the transition of our business operations, we have replaced many employees in key functions. As new employees gain experience in their roles, we could experience inefficiencies or a lack of business continuity due to loss of historical knowledge and a lack of familiarity of new employees with business processes, operating requirements, policies and procedures, some of which are new, and key information technologies and related infrastructure used in our day-to-day operations and financial reporting and we may experience additional costs as new employees learn their roles and gain necessary experience. It is important to our success that these new employees quickly adapt to and excel in their new roles. If they are unable to do so, our business and financial results could be materially adversely affected. In addition, if we were to lose the services of any one or more key employees, whether due to death, disability or termination of employment, our ability to successfully operate our business segments, financial plans, marketing and other objectives, could be significantly impaired.

Raising additional capital by issuing additional securities may cause dilution to our current and future shareholders.

We will need to, or desire to, raise substantial additional capital in the future. Our future capital requirements will depend on many factors, including, among others:

If we raise additional funds by issuing equity or convertible debt securities, we will reduce the percentage of ownership of the then-existing shareholders, and the holders of those newly-issued equity or convertible debt securities may have rights, preferences, or privileges senior to those possessed by our then-existing shareholders. Additionally, future sales of a substantial number of shares of our common stock, or other equity-related securities in the public market could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity or equity-linked securities. We cannot predict the effect that future sales of our common stock, or other equity-related securities would have on the market price of our common stock at any given time.

We are significantly influenced by our officers, directors and entities affiliated with them.

In the aggregate, ownership of the Company’s shares of common stock by management and affiliated parties, assuming the sale of 1,650,000 shares of common stock owned as of record and beneficially by the Selling Securityholder to be registered under this prospectus, will represent approximately 55.96% of the issued and outstanding shares of common stock. These shareholders, if acting together, will be able to significantly influence all matters requiring approval by shareholders, including the election of directors and the approval of mergers or other business combinations transactions.

Our future performance is dependent on the ability to retain key personnel. The Company’s performance is substantially dependent on the performance of senior management. The loss of the services of any of its executive officers or other key employees could have a material adverse effect on the Company’s business, results of operations and financial condition.

If our management is unable to accurately estimate future levels of rental activity and adjust the number and mix of vehicles used in our rental operations accordingly, our results of operations, financial condition, liquidity and cash flows could suffer.

Because vehicle costs typically represent our single largest expense and vehicle purchases are typically made weeks or months in advance of the expected use of the vehicle, our business is dependent upon the ability of our management to accurately estimate future levels of rental activity and consumer preferences with respect to the mix of vehicles used in our rental operations. To the extent we do not purchase sufficient numbers of vehicles, or the right types of vehicles, to meet consumer demand, we may lose revenue to our competitors. If we purchase too many vehicles, our vehicle utilization could be adversely affected and we may not be able to dispose of excess vehicles in a timely and cost-effective manner. If our management is unable to accurately estimate future levels of rental activity and determine the appropriate mix of vehicles used in our rental operations, including because of changes in the competitive environment or economic factors outside of our control, our results of operations, financial condition, liquidity and cash flows could suffer.

We rely on third parties for important services.

We depend on third parties to provide us with services critical to our business. The failure of any of these third parties to adequately provide the needed services including, without limitation, standard passenger vehicles and vehicle leasing services, could have a material adverse effect on our business.

Limitations of Director Liability and Indemnification of Directors and Officers and Employees.

Our Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any:

These limitations of liability do not apply to liabilities arising under the federal or state securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission. Our bylaws provide that we will indemnify our directors, officers and employees to the fullest extent permitted by law. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. We believe that these bylaw provisions are necessary to attract and retain qualified persons as directors and officers. The limitation of liability in our Certificate of Incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Risks of borrowing.

If we incur additional indebtedness, a portion ofimpact our future revenues will have to be dedicated to the payment of principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair our operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to our rights. A judgment creditor would have the right to foreclose on any of our assets resulting in a material adverse effect on our business, ability to generate revenue, operating results or financial condition.profitability.

Unanticipated obstacles to the operations of our business segments.

Many of our potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. The Board of Directors believes that the chosen operations and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of our principals and advisors. The Board of Directors reserve the right to make significant modifications to our stated strategies depending on future events.

Controlling shareholder.

As of the date of this prospectus, our founder, director and chief executive officer, Ramy El-Batrawi, owned approximately 58.62% of our outstanding common stock shares. Common stock beneficially owned by Ramy El-Batrawi are held of record by X, LLC, which is an entity that is wholly-owned and controlled by Ramy El-Batrawi, the Company’s founder, Chief Executive Officer and Director. As a result, Mr. El-Batrawi will be able to control any vote of our shareholders which may be required for the foreseeable future.

Risks of operations.

Our operating results may be volatile, difficult to predict and may fluctuate significantly in the future due to a variety of factors, many of which may be outside of our control. Due to the nature of our target market, we may be unable to accurately forecast our future revenues and operating results. There are no assurances that we can generate significant revenue or achieve profitability. We anticipate having a sizeable amount of fixed expenses, and we expect to incur losses due to the execution of our business strategy, continued development efforts and related expenses. As a result, we will need to generate significant revenues while containing costs and operating expenses if we are to achieve profitability. We cannot be certain that we will ever achieve sufficient revenue levels to achieve profitability.

Minimal employees or infrastructure.

We will have a small number of employees and we don’t have any operational infrastructure or prior operating history. We intend to rely on our management team, our advisors, third-party consultants, outside attorneys, advisors, accountants, auditors, and other administrators. The loss of services of any of such personnel may have a material adverse effect on our business and operations and there can be no assurance that if any or all of such personnel were to become unavailable, that qualified successors can be found, on acceptable terms.

Limitation on remedies; indemnification.

Our Certificate of Incorporation, as amended from time to time, provides that officers, directors, employees and other agents and their affiliates shall only be liable to the Company and its shareholders for losses, judgments, liabilities and expenses that result from the fraud or other breach of fiduciary obligations. Additionally, we intend to enter into corporate indemnification agreements with each of our officers and directors consistent with industry practice. Thus, certain alleged errors or omissions might not be actionable by the Company. Our governing instruments also provide that, under the broadest circumstances allowed under law, we must indemnify its officers, directors, employees and other agents and their affiliates for losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Company, including liabilities under applicable securities laws.

No dividends or return of profits.

We have not had any profits from any operations to date. We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our operations. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

We may fail to respond adequately to changes in technology and customer demands.

In recent years our industry has been characterized by rapid changes in technology and customer demands. For example, in recent years, industry participants have taken advantage of new technologies to improve vehicle utilization, decrease customer wait times and improve customer satisfaction. Our industry has also seen the entry of new competitors whose businesses and efforts continue to introduce various types of self-driving vehicles. Our ability to continually improve our current processes, products and offerings in response to changes in technology is essential in maintaining our competitive position and maintaining current levels of customer satisfaction. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced product offerings.

Force Majeure.

Our business is uniquely susceptible to unforeseen delays or failures that are caused by forces of nature and related circumstances. These factors are outside and beyond our control. Delay or failure may be due to any act of God, fire, war, terrorism, flood, strike, labor dispute, disaster, transportation or laboratory difficulties or any similar or dissimilar event beyond our control. We will not be held liable to any shareholder in the event of any such failure.

We may not be able to manage our growth effectively.

OurWhile we have experienced operational growth is expectedover the last two years, further growth in the absence of an increase in our ability to manage it will place a significant strain on our current managerial, operational and financial resources. As the number of our users, partnerscustomers and other business partners grows, we must increasinglyeffectively manage multiple relationships with various customers, strategic partnersthem and other third parties. There can be no assurance that our systems, procedures or controls will be adequate to support our operations or that our management will be able to achieve the rapid execution necessary to successfully grow and scale our services, products and offerings. Our operating results will also depend on our ability to expand sales and marketing commensurate with the growth of our business and the ridesharing, industry.delivery gig and vehicle rental industries. If we are unable to manage growth effectively, our business, results of operations and financial condition will be adversely affected.

Maintaining favorable brand recognition is essential to our success,Our ridesharing and failure to do so could materially adversely affect our results of operations, financial condition, liquidity and cash flows.

Our business is heavily dependent upon the favorable brand recognition that our “YayYo”, “Distinct Cars” and “Rideshare” brand names have in the markets in which they participate. Factors affecting brand recognition are often outside our control, and our efforts to maintain or enhance favorable brand recognition, such as marketing and advertising campaigns, may not have their desired effects. In addition, it may be difficult to monitor or enforce such requirements, particularly in foreign jurisdictions and various laws may limit our ability to enforce the terms of these agreements or to terminate the agreements. Any decline in perceived favorable recognition of our brands could materially adversely affect our results of operations, financial condition, liquidity and cash flows.

Changes in U.S., global or regional economic conditions.

A decrease in economic activity in the United States or in other regions of the world in which we plan to operate our Fleet Management business segment, Rideshare Platform and related services could adversely affect demand, thus reducing our ability to generate revenue. A decline in economic conditions could reduce our users interest in utilizing our products and services. In addition, an increase in price levels generally, or in price levels in a particular sector such as the fuel sector, could result in a shift in consumer demand away from ridesharing services, which could also adversely affect our revenues and, at the same time, increase our costs.

In the car rental business, a decline in economic activity typically results in a decline in both business and leisure travel and, accordingly, a decline in the volume of car rental transactions. In the equipment rental business, a decline in economic activity typically results in a decline in activity in non-residential construction and other businesses in which our equipment rental customers operate and, therefore, results in a decline in the volume of equipment rental transactions. In the case of a decline in car or equipment rental activity, we may reduce rental rates to meet competitive pressures, which could have a material adverse effect on our results of operations. A decline in economic activity also may have a material adverse effect on residual values realized on the disposition of our revenue earning cars and/or equipment.

We are a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies thatdelivery gig drivers are subject to such requirements.

Upon the completion of this offering, Ramy El-Batrawi, our founder, chief executive officervehicle and director will continue to control a majority of the voting power of our common stock. For more information see “Principal Stockholders” below. As a result, we are a “controlled company” within the meaning of the Nasdaq listing standards. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements of Nasdaq, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Following this offering, we intend to rely on some or all of these exemptions. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Risks Relating to Our Business and Industry.

If our efforts to attract prospective customers to our Fleet Management business and Rideshare Platform are not successful, or we fail to retain customers or continue attracting existing customers to our products and services, our growth prospects and revenue will be adversely affected.

Our ability to grow our business and generate revenue depends on retaining and expanding our total customer base, increasing revenue by effectively monetizing our Rideshare Platform user base, and increasing the number of customers to our Fleet Management business. We must convince prospective customers of the benefits of our ridesharing vehicle rental services and equipment offerings and our existing users of the continuing value of our products and services, including our Rideshare Platform. Our ability to attract new users and customers, retain existing users and customers. If we fail to keep pace with competing offerings or technological advancements to the ridesharing industry or fail to offer compelling product offerings and state-of-the-art delivery for our Rideshare Platform to meet consumer demands, our ability to grow or sustain the reach of our product and service offerings, attract and retain users and customers may be adversely affected.

We have no control over the Vehicle Registration Requirements or such other ridesharing vehicledriver qualification requirements imposed by the major TNC providers, and our business may be adversely affected in the event that TNCsuch providers restrict or limit prospective ridesharing and delivery gig drivers from utilizing or registering third-party rental vehicles with the TNC.

We rely on the major TNC businesses, such as Uber, Lyft, DoorDash and GrubHub, that drive and servicepresently dominate the ridesharing economy,and delivery gig industries, and over whom we have no control,control. They have imposed qualification requirements on both vehicles and drivers, which we strive to imposehelp our customers, i.e. the Vehicle Registration Requirements and permit prospective ridesharingTNC drivers, to utilize lease or rental vehicles, suchmeet, as our product offerings, underpart of their employment with the major TNC ridesharing services. We cannot guarantee that each major TNC business will always permit prospective ridesharing drivers to use third-party lease or rental vehicles under their employment agreement with the TNC.

Our business may be adversely affected if oursuch as ours, and any revocation or severe limitation on drivers’ ability to rentobtain vehicles maintainedthrough Distinct Cars would have a material adverse effect on us. Nor can we guarantee that the vehicle and driver requirements they have imposed will not be made more onerous, making it more difficult for us to satisfy their vehicle requirements or find drivers who qualify under such enhanced rules and possibly shrinking our Fleet Management business is limited, impairedcustomer base, which will adversely affect our revenues.

Our commercial partnerships provide us with competitive pricing options that enable us to acquire vehicles at less than suggested retail prices, and any cancellation of or delayed becauseunfavorable adjustment to these partnerships will increase our operating expenses.

We have to date financed the acquisition of a modification to the Vehicle Registration Requirements or any similar prohibition that prevents prospective ridesharing drivers from renting our Fleet Management vehicles or other third-party vehicle rentals for use under the terms of the prospective ridesharing drivers agreement withextended to us by our commercial partners, such TNC businesses.

We face risks of increased costs of cars, including as a result of limited supplies of competitively priced cars.

As of May 30, 2018, we manage a fleet of approximately 185 vehicles, all of which are under a lease contract with District Cars and financed by ACME Auto Leasing, LLC. In recent years, the average cost of new cars has increased.The Company has entered into a commercial partnership program with Penske Automotive for purposes of providing fleet management and vehicle delivery services to the Company. As of the date of this prospectus, we have financed the purchase and leasing of the Hyundai cars that we rent from ACME Auto Leasing. Under the terms of a commercial partnership program, Hyundai USA hasfor standard internal combustion vehicles and, more recently, Tesla for electric vehicles. These partners have agreed to extend fleet program competitive pricing options below manufacturesmanufactures’ suggested retail prices (“MSRP”MSRP”) on all Hyundaithe vehicles purchasedacquired through selected dealerships.dealerships, which we in turn finance through lenders who transfer title to the vehicle to us and maintain a lien until the loan is repaid. We cannot assure you that we will be able to maintain membership in the Hyundaithese commercial partnership programprograms or continue receiving competitive pricing options below MSRP rates on all Hyundai vehicles purchased. If either Hyundai USA, or especially, Tesla, cancels the respective commercial partnership program for whatever reason, including the failure by us to timely repay our loans, or doesthey do not continue to offer us competitive terms and conditions, and we are not able to purchase sufficient quantities of cars from other automobile manufacturers on competitive terms and conditions or below MSRP rates, then we may be forced to purchase cars at higher prices, or on terms less competitive, than for cars purchased by our competitors. In addition, certain car manufacturers, such as Ford, have adopted strategies to de-emphasize sales to the car rental industry which they view as less profitable due to historical sales incentive and other discount programs that have tended to lower the average cost of cars for fleet purchasers such as us. Reduced or limited supplies of equipment together with increased prices are risks that we also face in our equipment rental business. We cannot offer assurance that we will be able to pass on increased costs of cars or equipment to our rental customers. Failure to pass on significant cost increases to our customers would have a material adverse impact on our results of operations and financial condition.

FluctuationsWe are subject to a wide variety of regulatory burdens directly or indirectly related to our operations, including environmental laws and efforts to classify TNC drivers as employees instead as independent contractors.

We are subject to a variety of regulatory burdens related to our operations, and while our management believes that the success of our operations and the implementation of our growth strategies are achievable in light of current economic and legal conditions, significant changes in the regulations that apply to us may require management to make modifications that could impede our ability to generate future revenues or reduce operating expenses. For example, as a business that operates in the ridesharing and delivery gig economy, we are directly impacted by regulations imposing fuel emission standards on automobiles, and other environmental laws and rules. While our planned transition to electric vehicles will, eventually, exempt us from many of these restrictions and their resulting expense, we are still, and expect to remain for at least the near future, reliant on non-electric automobiles for the bulk of our revenue; we therefore continue to face potentially significant costs relating to claims, penalties and remediation efforts in the event of non-compliance with existing and future laws and regulations governing standard automobiles.

Another regulatory effort that could indirectly and adversely impact us is the effort by some states, including most notably our principal market, California, to classify ridesharing and delivery gig economy drivers as employees and not as independent contractors, thereby entitling them to costly labor protections and benefits, which could dampen hiring by TNC companies and make it more difficult for us to generate revenue. While the passage of Proposition 22 in California in November 2020 allows for TNC drivers to continue to be classified as independent contractors, albeit with additional benefits, a future proposition, legislative action, or reduced suppliesjudicial decision could harmreverse this. Also, any of the other markets in which we operate, or a potential future market, could adopt a different stance and in turn hamper our business.ability to generate revenue in such market or make it cost-prohibitive for us to expand into it. Recently, the U.S. Department of Labor rescinded a rule under the Fair Labor Standards Act that made it easier for businesses to classify certain workers as independent contractors and not as employees and the Secretary of Labor has publicly stated his belief that many U.S. gig workers should be classified as employees.

We couldare currently party to several litigation actions, including potential securities class-action lawsuits, which, should we receive an unfavorable judgment or be adversely affected by limitationscompelled to enter into settlements on fuel supplies, the imposition of mandatory allocations or rationing of fuel or significant increases in fuel prices. A severe or protracted disruption of fuel supplies or significant increases in fuel pricesless-than-favorable terms, could have a material adverse effectnegative impact on our financial conditionresults and results of operations, either by directly interfering with our normal activities or by disruptingcould cause reputational damage to the air travel on which a significant portion of our car rental business relies.Company.

The concentration of our reservations, accounting and information technology functions at a limited number of facilitiesAs disclosed in California creates risks for us.

We have concentrated our reservations functionsNote 11 to the unaudited financial statements for the United Statesquarter ended September 30, 2021 included in one office locationthe registration statement of which this prospectus forms a part, the Company is currently party to several litigation actions, including potential class-action lawsuits that allege misrepresentations and material omissions in Los Angeles, California,the registration statement on Form S-1 that the Company filed with the SEC in connection with its initial public offering, claiming violations of Sections 11 and 15 of the Securities Act. It has been and remains the Company’s position that these lawsuits are without merit, as we have concentrated our accounting functions for the United States in one office location in Los Angeles. In addition, our major information systems are centralizedasserted in our office locationpleadings that the Company accurately and completely disclosed all material facts and occurrences, including adverse ones, in Los Angeles. A disruptionits registration statement, related public filings and other public statements.

Mediation efforts with respect to these actions are currently underway and it is possible that a global settlement among the parties may be reached before any further proceedings commence. However, these mediation efforts have to date been unsuccessful and if the litigation actions proceed, we may ultimately receive unfavorable judgments. It is also possible that even if we reach a settlement, it may be on terms that the Company views as less-than- favorable. Either of normal business at any ofthese contingencies could result in a negative impact on our principal office location in Los Angeles, California, whether as the result of localized conditions (such as a fire or explosion) or as the result of events or circumstances of broader geographic impact (such as an earthquake, storm, flood, epidemic, strike, act of war, civil unrest or terrorist act), could materially adversely affect our business by disrupting normal reservations, customer service, accounting and systems activities.

We face risks arising from our heavy reliance on communications networks and centralized information systems.

We rely heavily on information systems to accept reservations, process rental and sales transactions, manage our fleets of cars and equipment, account for our activities and otherwise conduct our business. We have centralized our information systems in one office location in Los Angeles, California, and we rely on communications service providers to link our systems with the business locations these systems serve. A simultaneous loss of both facilities, or a major disruption of communications between the systemsfinancial statements and the locations they serve, could causeCompany suffering reputational damage. If severe enough, either the financial cost of a loss of reservations, interfere with our ability to manage our fleet, slow rental and sales processes and otherwise materially adversely affect our ability to manage our business effectively. Our systems back-up plans, business continuity plans and insurance programs are designed to mitigate such a risk, not to eliminate it. In addition, because our systems contain information about individuals and businesses, our failure to maintain the security of the data we hold, whether the result of our own errorsettlement or the malfeasance or errors of others, could harmdamage to our reputation, or give rise to legal liabilities leading to lower revenues, increased costs and other material adverse effects on our results of operations.

The misuse or theft of information we possess could harm our reputation or competitive position, adversely affect the price at which shares of our common stock trade or give rise to material liabilities.

We possess non-public information with respect to individuals, including our customers and our current and former employees, and businesses, as well as non-public information with respect to our own affairs. The misuse or theft of that information by either our employees or third partiescould result in material damage to our brand, reputation or competitive position or materially affect the price at which shares of our common stock trade. In addition, depending on the type of information involved, the nature of our relationship with the person or entity to which the information relates, the cause and the jurisdiction whose laws are applicable, that misuse or theft of information could result in governmental investigations or material civil or criminal liability. The laws that would be applicable to such a failure are rapidly evolving and becoming more burdensome.

If we acquire any businesses in the future, they could prove difficult to integrate, disrupt our business, or have an adverse effect on our results of operations.

We intend to pursue growth primarily through internal growth, but from time to time we may consider opportunistic acquisitions which may be significant. Any future acquisition would involve numerous risks including, without limitation:

If we make acquisitions in the future, acquisition-related accounting charges may affect our balance sheet and results of operations. In addition, the financing of any significant acquisition may result in changes in our capital structure, including the incurrence of additional indebtedness. We may not be successful in addressing these risks or any other problems encountered in connection with any acquisitions.

Our business is seasonal, and a disruption in rental activity during our peak season could materially adversely affect our results of operations.

Certain significant components of our expenses, including real estate taxes, rent, utilities, maintenance and other facility-related expenses, the costs of operating our information systems and minimum staffing costs, are fixed in the short-run. Seasonal changes in our revenues do not alter those fixed expenses, typically resulting in higher profitability in periods when our revenues are higher and lower profitability in periods when our revenues are lower. The Company believes that the second and third quarters of the year will be stronger quarters due to their increased levels of leisure travel and construction activity. Any occurrence that disrupts rental activity during the second or third quarters could have a disproportionately material adverse effect on our liquidity and/or results of operations.

We may be unable to maintain or establish relationships with third-party partners, ridesharing services or technology providers, which could limit the information we are able to provide to users.

We anticipate that the demand for our products and services will be dependent on key relationships with ridesharing services and other industry providers. We will seek to develop and maintain relationships with ridesharing industry providers. For example, our former business plan involving the Metasearch App was completely abandoned by the Company on account of missing application programming interface (“API”) access that was being withheld and restricted by certain ridesharing services and technology providers. Due to the fact that ridesharing industry leaders, such Uber and Lyft, have been reluctant to provide the Company with API access for purposes of supporting the Metasearch App, the Company subsequently modified its business plan and developed its operating business segments. This modification and change was primarily due to the API issue, which the Company believes to be the result of a failure to establish and maintain a pre-existing relationship with these pivotal third-party providers.

If we do not continue to innovate and provide tools and services that are useful to travelers, we may not remain competitive, and our revenues and operating results could suffer.

Our success depends on continued innovation to provide features, products and services that make our websites, Fleet Management business and Rideshare Platform attractive to consumers. Our competitors are constantly developing innovations in related services and features. As a result, we must continue to invest significant resources in research and development in order to continually improve our products, services and offerings. If we are unable to continue offering attractive products and services, we may be unable to attract additional users or retain our current users, which could adversely affect our business, results of operations and financial condition. Furthermore, we may develop new products or launch additional services that may require us to compete directly with other much larger more established companies in the ridesharing industry, which could, result in new or unique challenges in maintaining and operating our Fleet Management business, Rideshare Platform and maintaining key relationships in the ridesharing industry required for our operating business to properly and efficiently function.

We rely on the performance of highly skilled personnel, including senior management and our technology professionals, and if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.

We believe our success has depended, and continues to depend, on the efforts and talents of our senior management and our skilled team members. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. The loss of any of our senior management or key employees could materially adversely affect our ability to build on the efforts they have undertaken and to execute and operate our business segments, and we may not be able to find adequate replacements. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees.

Competition for well-qualified employees in all aspects of our business, including software engineers and other technology professionals, is intense both, in the U.S. and abroad.

Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate existing employees. Software engineers and technology professionals are key individuals in designing the code and algorithms necessary to our Rideshare Platform. Therefore, our ability to attract top talent and experienced engineers and technology professional is important to our success. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business would be adversely affected.

Governmental regulation and associated legal uncertainties could limit our ability to expand our product offerings or enter into new markets and could require us to expend significant resources, including the attention of our management, to review and comply with such regulations.

Elements of the ridesharing industry are currently or will be regulated by Federal, state, city and/or local governments, and our ability to provide these services is and will continue to be affected by government regulations. The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies with respect to the ridesharing industry or “Transportation Network Companies” (“TNC”) could require us to incur significant compliance costs, cause the development of the affected markets to become impractical and otherwise have a material adverse effect on our business, results of operations and financial condition. Moreover, in the future, we may elect to add services or products to our business plan that compete directly with ridesharing services, such as Uber and Lyft, which could expose us to additional regulations, compliance obligations and legal challenges. In addition, our business strategy involves expansion into regions around the world, many of which have different legislation, regulatory environments, tax laws and levels of political stability. Compliance with foreign legal, governmental, regulatory or tax requirements will place demands on our time and resources, and we may nonetheless experience unforeseen and potentially adverse legal, regulatory or tax consequences. It is intended that our business will assist with the processing of customer credit card transactions which would result in us receiving and storing personally identifiable information. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world. This legislation and regulation is generally intended to protect the privacy and security of personal information, including credit card information, that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if government regulations require TNCs, and as a result, us to significantly change our business practices with respect to this type of information.

We may not be able to adequately protect our intellectual property, which could harm the value of our brands and adversely affect our business.

We believe that intellectual property will be critical to our success, and that we will rely on trademark, copyright and patent law, trade secret protection and confidentiality and/or license agreements to protect our proprietary rights. If we are not successful in protecting our intellectual property, it could have a material adverse effect on our business, resultsfinancial condition and future prospects.

Risks Related to Our Management and Our Corporate Governance

We have had significant turnover in our senior management team since our inception and our current management team has little experience working together.

Since our inception, our senior management team has turned over several times. Most recently, during the first quarter of operations2020, both our chief executive officer (“CEO”) and financial condition. our president resigned, necessitating the reappointment of our founder, Ramy El-Batrawi, as CEO. In the first quarter of 2021, Mr. El- Batrawi resigned as CEO and was replaced by Stephen M. Sanchez, who previously had served as chairman of the Company’s board of directors (the “Board of Directors” or the “Board”). At the same time, Terren S. Peizer was elected to the Board of Directors as its Executive Chairman, succeeding Mr. Sanchez, who remains on the Board as a non-independent director; Mr. Peizer’s election as Executive Chairman of the Board was commensurate with a transaction in which he became the Company’s largest shareholder. At the end of the first quarter of 2021, Laurie DiGiovanni resigned as our chief operating officer (“COO”). Effective on April 1, 2021, Ms. DiGiovanni was replaced as COO by Gregory Miller.

While we believe our current senior management team is stable, experienced, and competent, Messrs. Sanchez, Peizer, Saathoff and Miller have never worked collectively together prior to their recent appointments to the executive leadership of the Company. It is possible that we will be issued trademarks, copyrights and other intellectual property to protect our business, there can be no assurance that our operations do not, or will not, infringe valid, enforceable third-party patents of third parties or that competitors will not devise new methods of competing with us that are not covered by our anticipated patent applications. Moreover, it is intended that we will rely on intellectual property and technology developed or licensed by third parties, and wethey may not be ablesuccessful working together and the Company will suffer as a result. More generally, we depend on a small number of executive officers and other members of management to obtainwork effectively as a team, to execute our business strategy and manage our operating businesses, and to supervise employees and consultants. Our success is reliant on the efforts of our CEO, chief financial officer (“CFO”), COO, the Board of Directors and especially its Executive Chairman, and other key personnel. Any of our officers or continue to obtain licensesemployees can terminate his or her employment relationship, and technologiesany director may resign from these third partiesthe Board, at all or on reasonable terms. Effective trademark, service mark, copyrightany time, and trade secret protection may not be available in every country in which our intended services will be provided. The laws of certain countries do not protect proprietary rights to the same extent as the lawsloss of the U.S. and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology adequately against unauthorized third party copying or use, which could adversely affect our competitive position. We may license in the future, certain proprietary rights,services of such as trademarks or copyrighted material, to third parties. These licensees may take actions that might diminish the value of our proprietary rights or harm our reputation, even if we have agreements prohibiting such activity. Also, to the extent third parties are obligated to indemnify us for breaches of our intellectual property rights, these third parties may be unable to meet these obligations. Any of these eventsindividuals could have a material adverse effect on our business results of operations or financial condition.and prospects.

Confidentiality agreements withOur Chief Executive Officer and Chief Financial Officer are part-time employees and otherseach devotes only a limited number of hours per week to the Company, which may result in either adverse effects or conflicts of interest.

Mr. Sanchez, our CEO, and Ryan Saathoff, our CFO, are not adequately prevent disclosurefull-time employees of trade secretsEVmo at present and each devotes only a limited number of hours per week to managing the Company’s operations and executing its growth strategy. Mr. Sanchez and Mr. Saathoff also serve, respectively, as the CEOs of PDQ Pickup LLC, a moving and logistics company, and RG Alliance, a back-office solutions company. On any given week, either or both may be required to spend more hours working for their other proprietary information.

companies than for EVmo and the potential exists for either or both to be distracted as a result of their outside employment, which could result in a failure to successfully implement a key EVmo initiative, or timely address a problem within EVmo, or effectively strategize as to how best to fulfill short and long-term EVmo goals. We anticipateexpect that, for the foreseeable future, these executive officers will continue to dedicate only a substantialportion of their professional efforts to our business and operations, and there is no current contractual obligation for them to spend a specific amount of their time with us. Further, it is possible that not only could we experience an adverse effect on our processes and technologies will be protected by trade secret laws. In order to protect these technologies and processes, we intend to rely in part on confidentiality agreements with our employees, licensees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in such cases, we could not assert any trade secret rights against such parties. To the extent that our employees, contractors or other third parties with which we do business use intellectual property owned by others in their work for us, disputes may arise asoperations due to the rights in relateddemands placed on our management team by their other professional obligations, but conflicts of interest could also arise.

If our management is unable to accurately assess current levels or resulting know-how and inventions. Laws regarding trade secret rights in certain markets in which we operate may afford little or no protection to our trade secrets. The loss of trade secret protection could make it easier for third parties to compete with our products, services by copying functionality, among other things. In addition, any changes in, or unexpected interpretations of, the trade secret and other intellectual property laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scopeestimate future levels of our proprietary rights, and failure to obtainRideshare Platform or maintain trade secret protection could adversely affect our business, revenue, reputation and competitive position.

Our business is heavily reliant upon communications networks and centralized information technology systems and the concentration of our systems creates risks for us.

We rely heavily on communication networks and information technology systems to accept reservations, process rental and sales transactions, manage our pricing, manage our revenue earning vehicles, manage our financing arrangements, account for our activities and otherwise conduct our business. Our reliance on these networks and systems exposes us to various risks that could cause a loss of reservations, interfere with our ability to manage our vehicles, slow rental and sales processes, adversely affect our ability to comply with our financing arrangements and otherwise materially adversely affect our ability to manage our business effectively. Our major information technology systems, reservations and accounting functions are centralized in a few locations worldwide. Any disruption, termination or substandard provision of these services, whether as the result of localized conditions (such as a fire, explosion or hacking), failure of our systems to function as designed, or as the result of events or circumstances of broader geographic impact (such as an earthquake, storm, flood, epidemic, strike, act of war, civil unrest or terrorist act), could materially adversely affect our business by disrupting normal reservations, customer service, accounting and information technology functions or by eliminating access to financing arrangements. Any disruption or poor performance of our systems could lead to lower revenues, increased costs or other material adverse effects onDistinct Cars activity, our results of operations, financial condition, liquidity and cash flows could suffer.

Our business is dependent upon the ability of our management to accurately assess current levels of activity or cash flows.  

Defects in ourestimate future levels of activity involving the use of the Rideshare Platform and its functionality and the technology powering our custom development services may adversely affect our business.

It is anticipatedDistinct Cars rentals. We need to adequately evaluate consumer preferences to ensure that the tools, code, subroutines and processes contained within our Rideshare Platform functions as needed by ridesharing and delivery gig drivers and that they have easy access to the right mix of vehicles used in our rental operations. For example, to the extent we do not lease sufficient numbers of vehicles, or the technology powering our custom development servicesright types of vehicles, to meet consumer demand, we may contain defects when introduced and also when updates and new versions are released. The introduction of our Rideshare Platform or custom development services with defects or quality problems may result in adverse publicity, product returns, reduced orders, uncollectible or delayed accounts receivable, product redevelopment costs, loss of or delay in market acceptance of our products or claims by customers or others against us. Such problems or claims may have a material and adverse effect on our business, prospects, financial condition and results of operations.

Manufacturer safety recalls could create riskslose revenue to our business.

Our Fleet Managementcompetitors. Alternatively, if we lease too many vehicles, mayour vehicle utilization could be subject to safety recalls by their manufacturers. The Raecheladversely affected and Jacqueline Houck Safe Rental Car Act of 2015 prohibits us from renting vehicles with open federal safety recalls and to repair or address these recalls prior to renting or selling the vehicle. Any federal safety recall with respect to our vehicles would require us to decline to rent recalled vehicles until we can arrange for the steps described in the recall to be taken. If a large number of vehicles are the subject of a recall or if needed replacement parts are not in adequate supply, we may not be able to rent recalleddispose of excess vehicles in a timely and cost-effective manner. If our management is unable to make the necessary assessments and estimations for a significant periodwhatever reasons, including because of time. Those types of disruptions could jeopardize our ability to fulfill existing contractual commitments or satisfy demand for our vehicles and could also resultchanges in the losscompetitive environment or economic factors outside of business to our competitors. Depending on the severity of any recall, it could materially adversely affectcontrol, our revenues, create customer service problems, reduce the residual value of the recalled vehicles and harm our general reputation.

If we are unable to purchase adequate supplies of competitively priced vehicles and the cost of the vehicles we purchase increases, our financial condition, results of operations, financial condition, liquidity and cash flows could suffer.

Our Bylaws provide that we will indemnify our directors, and that we have the power to indemnify our officers and employees, to the fullest extent permitted by law, which may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties, or from bringing derivative litigation against our directors and officers.

Our Amended and Restated Bylaws (the “Bylaws”) provide that we will indemnify our directors, officers and employees to the fullest extent against expenses judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was a director of the Company, permitted by Section 145 of the DGCL. Our Bylaws also provide that the Company shall have the power (though not the obligation), to the extent and in the manner permitted by the DGCL, to indemnify each of its employees, officers, and agents (other than directors) against expenses (as defined in Section 145 of the DGCL), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any, arising by reason of the fact that such person is or was an employee, officer or agent of the Company. We believe that these Bylaw provisions are necessary to attract and retain qualified persons as directors, officers and key employees. These indemnification provisions may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our shareholders. Our results of operations and financial condition may be materiallyharmed to the extent we pay the costs of settlement and damage awards against directors, officers and key employees pursuant to these indemnification provisions.

Majority voting power in our Common Stock is concentrated in a handful of shareholders, including our executive officers and directors, which severely limits the ability of our other shareholders to influence corporate matters.

As of the date of this prospectus, our executive officers and directors collectively own approximately 30% of our issued and outstanding shares, the vast majority of which is held of record by the investment vehicle of our Executive Chairman, Terren S. Peizer. These shares, together with those beneficially owned by a combination of two or at most three other principal stockholders, represent a majority of our voting shares.

As a result, these shareholders, if they act together, will be able to control the management and affairs of the Company and most matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger, acquisition or consolidation. This concentration of ownership may have the effect of delaying or preventing a change-in-control that would be to the benefit of the Company and might adversely affected.affect the market price of our Common Stock. This concentration of ownership may therefore not be in the best interests of our other shareholders.

TheOur stock price and other terms at which we can acquire vehicles vary based on market and other conditions. For example, certain vehicle manufacturers havehas fluctuated in the past, has recently been volatile and may be volatile in the future, utilize strategies to de-emphasize salesand as a result investors in our Common Stock could incur substantial losses.

Our stock price has fluctuated in the past, has recently been volatile, and may be volatile in the future. From January 1, 2020 through December 31, 2020 the last reported sale price of our Common Stock on the OTC Market fluctuated between $0.08 and $1.44 per share. From January 1, 2021 through March 31, 2021 the last reported sale price of our Common Stock fluctuated between $0.53 and $5.67 per share, and from April 1, 2021 through September 30, 2021, it fluctuated between $1.00 and $3.90. The ongoing COVID-19 pandemic has caused broad stock market and industry fluctuations that have often been unrelated to the vehicle rental industry, which can negatively impactoperating performance of particular companies. As a result of this volatility, investors may experience losses on their investment in our ability to obtain vehicles on competitive terms and conditions. Consequently, there is no guarantee that we can purchase a sufficient number of vehicles at competitive prices and on competitive terms and conditions. If we are unable to obtain an adequate supply of vehicles, or if we obtain less favorable pricing and other terms when we acquire vehicles and are unable to pass on any increased costsCommon Stock. The market price for our Common Stock may be influenced by many factors, including adverse investor reaction to our customers, then our financial condition, results of operations, liquidity and cash flows may be materially adversely affected.

If third parties claim that we infringe their intellectual property, it may result in costly litigation.

We cannot assure you that third parties will not claim our current or future products or services infringe their intellectual property rights. Any such claims, with or without merit, could cause costly litigation that could consume significant management time. As the number of product and services offerings in the ridesharing industry increases and functionalities increasingly overlap, companies such as ours may become increasingly subject to infringement claims. Such claims also might require us to enter into royalty or license agreements. If required, we may not be able to obtain such royalty or license agreements or obtain them on terms acceptable to us.

Failure to comply with federal and state privacy laws and regulations, or the expansion of current or the enactment of new privacy laws or regulations, could adversely affect our business.

A variety of federal and state laws and regulations govern the collection, use, retention, sharing and security of consumer data. The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations. In addition, various federal, state and foreign legislative and regulatory bodies may expand current or enact new laws regarding privacy matters. Further, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event ofoperating performance, a security breach. Any failure, or perceived failure by us to comply withtimely realize our posted privacy policieselectric vehicle growth strategy, our inability to raise additional capital as needed or withdoing so on less-than-favorable terms, the departure of key personnel, general market conditions, external events such as the ongoing COVID-19 pandemic, and any data-related consent orders, Federal Trade Commission requirementsof the other risks described in this “Risk Factors” section.

Any of these factors, or ordersothers that we have not described or other federal, state or international privacy or consumer protection-related laws, regulations or industry self-regulatory principleseven contemplated as yet, may seriously harm the market price of our Common Stock, regardless of our operating performance. Since the stock price of our Common Stock has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our Common Stock could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation against us is already pending, as described herein, and if additional litigation is instituted against us, it could result in claims, proceedings or actions against us by governmental entities or others or other liabilities,substantial costs and diversion of management’s attention and resources, which could adversely affect our business. In addition, a failure or perceived failure to comply with industry standards or with our own privacy policiesmaterially and practices could adversely affect our business. Federal and state governmental authorities continue to evaluate the privacy implications inherent in the use of third-party web “cookies” for behavioral advertising. The regulation of these cookies and other current online advertising practices could adversely affect our business.

Our business model is entirely dependent on the continued success and viability of the ridesharing industry and “transportation network companies”, and we may become subject to government regulation and legal uncertainties that could reduce demand for our products and services or increase the cost of doing business, thereby adversely affecting our ability to generate revenues.

The past year has seen a boom in the number of ridesharing companies that allow customers to order rides on demand using apps on their smartphones. Private drivers use their personal automobiles to pick up the customers and drive them to the desired destination in exchange for a negotiated fee. The passengers then write reviews, similar to other peer-to-peer online services. Large amounts of venture capital and private equity has been invested in a handful of these new companies, which have the potential to disrupt the traditional transportation industry. However, the ridesharing marketplace has come under increased scrutiny from governments and various interested groups (such as taxi drivers, taxi companies, environmentalists, etc.) have continuously opposed the proliferation of ridesharing services in recent years. Despite opposition from many of these interested groups and governmental agencies, on September 19, 2013, the California Public Utilities Commission ("CPUC") voted unanimously to allow these ridesharing services to operate in California as a new category of business called “transportation network companies” ("TNC").

In California, licenses will be issued to qualifying TNCs, subject to new regulations that require drivers to undergo criminal background checks and vehicle inspections, receive driver training, follow a zero-tolerance policy on drugs and alcohol, and carry insurance policies with a minimum of $1 Million in liability coverage. Some of the companies that are expected to receive new TNC licenses include Lyft (www.lyft.me), SideCar (www.side.cr) and UberX (www.uber.com). The CPUC has responded to rapidly evolving disruptive technology and its decision will likely set an example for cities and states across the country. Its decision is also expected to preempt ongoing efforts by some California cities to regulate or ban peer-to-peer ridesharing under their authority to license taxi companies. The City of Los Angeles, however, is currently considering a possible appeal of the CPUC decision and implementing additional regulations to TNC drivers, which have been referred to as “Bandit cabs” by some on the City Council. Other cities across the country are also now looking at new regulations for Rideshare companies.

As can be gleaned from these recent events around the ridesharing industry, this new business model is not without its opponents. Some raise concerns about public safety and the potential for abuse or unintended consequences, while others question whether the new regulations require additional enforcement capability. The taxi industry, which is less than pleased to see this new competition, has criticized these ridesharing apps as operating essentially like unlicensed taxi cabs. Since the new technology uses GPS to measure the distance of a ride and the corresponding fee, the taxi industry believes that it works similarly to a taxi meter and should therefore comply with local taxi ordinances. Some of the primary concerns raised by skeptics include how liability will be allocated between the TNC and its independent contractor driver, and how the insurance industry will adapt to this new business. Proper hiring practices, training and oversight by the TNC also will be necessary to ensure public safety. The extent to which the TNCs will be inspected and the new regulations enforced is still unclear, but this will be an important means by which the public may judge the safety of this new industry. Based on the direction states and cities are heading with respect to the governance of TNCs or ridesharing services, and the ever increasing popularity and use of ridesharing services and TNCs, it is likely that a number of laws and regulations will become applicable to us or the TNCs which we rely upon for the operation of products and related services or may be adopted in the future with respect to mobile applications and/or TNCs covering issues such as: (i) liability, (ii) unionization, (iii) rules and standards for drivers, vehicles, and passenger safety, (iv) licensing and insurance requirements, and (v) environmental concerns, among others. It is difficult to predict how existing laws will be applied to our business and the new laws and regulations to which we and/or ridesharing services will likely become subject. If ridesharing services are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to sustain our operating business segments. We anticipate that scrutiny and regulation of the ridesharing industry will increase and we will be required to devote legal and other resources to addressing such regulation, either directly or indirectly. Changes to these laws intended to address these issues, including some recently proposed changes, could create uncertainty in the marketplace. Such uncertainty could reduce demand for our services or increase the cost of doing business due to increased costs of litigation or increased service or operating costs.

We may be subject to a number of risks related to credit card payments, including data security breaches and fraud that we or third parties experience or additional regulation, any of which could adversely affect our business, financial condition, and results of operations.operations and growth prospects.

Risks Related to this Offering

Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return.

Our management will have total discretion over the use of proceeds from this offering. We may be subjectcurrently intend to allocate the net proceeds from the sale of shares of our Common Stock offered through this prospectus to, among other things, the redemption of 230,375 shares of Series B Preferred Stock issued in July 2021, the acquisition of a number of risks relatedelectric vehicles as part of our transition plan to credit card payments, including data security breachesbecome a wholly electric vehicle ridesharing and frauddelivery gig industry company, and working capital. We may also use a portion of the net proceeds to acquire or invest in complementary businesses, technologies, products or assets. However, our management could spend the proceeds of the offering in ways that we or third parties experience or additional regulation, any of which could adversely affectdo not improve our business, financial condition and results of operations. We anticipate accepting payment from our users primarily through credit card transactions and certain online payment service providers. The ability to access credit card information on a real time-basis without having to proactively reach out tooperations or enhance the consumer each time we process an auto-renewal payment or a payment for the purchase of a premium feature on anyvalue of our dating products is criticalCommon Stock. The failure by management to our success. When we or a third party experiences a data security breach involving credit card information, affected cardholders will often cancel their credit cards. In the case of a breach experienced by a third party, the more sizable the third party’s customer base and the greater the number of credit card accounts impacted, the more likely it isapply these funds effectively could result in financial losses that our users would be impacted by such a breach. To the extent our users are ever affected by such a breach experienced by us or a third party, affected users would need to be contacted to obtain new credit card information and process any pending transactions. It is likely that we would not be able to reach all affected users, and even if we could some users’ new credit card information may not be obtained and some pending transactions may not be processed, which could adversely affect our business, financial condition and results of operations. Even if our users are not directly impacted by a given data security breach, they may lose confidence in the ability of service providers to protect their personal information generally, which could cause them to stop using their credit cards online and choose alternative payment methods that are not as convenient for us or restrict our ability to process payments without significant user effort. Additionally, if we fail to adequately prevent fraudulent credit card transactions, we may face civil liability, diminished public perception of our security measures and significantly higher credit card-related costs, any of which could adversely affect our business, financial condition and results of operations. Finally, the passage or adoption of any legislation or regulation affecting the ability of service providers to periodically charge consumers for recurring membership payments may adversely affect our business, financial condition and results of operations.

We depend upon intellectual property and proprietary rights that are vulnerable to unauthorized use.

We rely on a combination of copyright and trademark laws, trade secrets, software security measures, license agreements and nondisclosure agreements to protect our proprietary information. Our success will depend, in part, on our ability to operate without infringing the patent or other proprietary rights of others and our ability to preserve our trade secrets and other proprietary property, including our rights in any technology licenses upon which any of our products or services are based. Our inability to preserve such rights properly or operate without infringing on such rights would have a material adverse effect on our business, resultscause the price of operationsour Common Stock to decline and financial condition. Wedelay the development of our product candidates.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

Because the assumed public offering price per share is substantially higher than the book value per share of our Common Stock, you will suffer substantial dilution in the net tangible book value of the Common Stock you purchase in this offering. After giving effect to the sale by us of shares of our Common Stock at an Assumed Offering Price of $0.90 per share, and after deducting the underwriting discount and estimated offering expenses payable by us, you will suffer immediate and substantial dilution of $ per share in the pro forma as adjusted net tangible book value of the Common Stock you purchase in this offering. To the extent outstanding options, warrants or other derivative securities are ultimately exercised or converted, or if we issue equity-based awards to our employees under our 2016 Equity Incentive Plan, there will be further dilution to investors who purchase shares in this offering. In addition, if we issue additional equity securities or derivative securities, investors purchasing shares in this offering will experience additional dilution. For a further description of the dilution that you will experience immediately after this offering, see “Dilution” on page 25.

Sales of a substantial number of shares of our Common Stock, or the perception that such sales may occur, may adversely impact the price of our Common Stock.

Sales of a substantial number of shares of our Common Stock in the public market could occur at any time. These sales, or the perception that such sales may occur, may adversely impact the price of our Common Stock, even if there is no relationship between such sales and the performance of our business. As of November 19, 2021, we had 35,758,149 shares of Common Stock outstanding, as well as stock options to purchase an aggregate of 778,125 shares of our Common Stock at a weighted-average strike price of $0.44 per share, and outstanding warrants to purchase up to an aggregate of 3,825,000 shares of our Common Stock at a weighted-average exercise price of $2.87 per share. The exercise of these outstanding derivative securities may result in further dilution of your investment.

Risks Relating to Ownership of Our Securities

Our Common Stock is currently do not own any registered copyrights, patentsquoted and traded on the Pink Open Market and thus may have a limited market and lack of liquidity.

Our Common Stock is currently quoted and traded on the Pink Open Market, which may have an unfavorable impact on our stock price and liquidity. The Pink Open Market is a significantly more limited market than a national securities exchange such as the New York Stock Exchange or patent applications pending. ItNasdaq. The quotation of our shares on such a marketplace may be possibleresult in a less liquid market available for unauthorized third partiesexisting and potential shareholders to copy aspectstrade shares of or otherwise obtainour Common Stock, could depress the trading price of our Common Stock, and use,could have an adverse impact on our proprietary information without authorization. In addition,ability to raise capital. Until such time as our Common Stock is again listed on a national securities exchange, there can be no assurance that any confidentiality agreements between us and our employees,there will be an active market for it, either now or any license agreements with our customers, will provide meaningful protection for our proprietary information in the eventfuture, or that our shareholders will be able to successfully divest their shares, particularly at a price that reflects the true value of any unauthorized use or disclosure of such proprietary information. 

the Company.

Our Common Stock is a penny stock under current SEC rules.

We may not be able to keep up with rapid technological changes.

To remain competitive, we must continue to enhance and improve the usability, functionality, and features of our Rideshare Platform and related services. The evolving natureOur Common Stock is, as of the ridesharing industry, transportation network companies, telecommunications, apps, and mobile based services,date of this prospectus, a “penny stock,” which, as defined by the SEC in Rule 15g-9 promulgated under the Exchange Act, is characterized by rapid technological change, changesany equity security that has a market price (as defined in user and customer requirements and preferences, frequent new product and service introductions and the emergenceRule 15g-9) less than $5.00 per share or an exercise price of new industry standards and practices, could render our existing systems, app and services obsolete. Our success will depend, in part, on our ability to develop, innovate, license or acquire leading technologies useful in our business, enhance our existing solutions, develop new solutions and technology that address the increasingly sophisticated and varied needs of our current and prospective users, and respond to technological advances and emerging industry and regulatory standards and practices in a cost-effective and timely manner. Future advances in technology may not be beneficial to, or compatible with, our business. Furthermore, we may not successfully use new technologies effectively or adapt our proprietary technology and app to user requirements or emerging industry standards on a timely basis. Our ability to remain technologically competitive may require substantial expenditures and lead time. If we are unable to adapt in a timely manner to changing market conditions or user requirements, our business, financial condition and results of operations could be seriously harmed.

We depend on the continued growth and reliability of the internet, global positioning systems, ridesharing services and apps.

The recent growth in the use of apps and ridesharing services may cause periods of decreased performance for many ridesharing services, internet providers, apps and related service providers. If app and ridesharing usage continues to grow rapidly, the infrastructure these services are reliant upon (i.e. the internet, global positioning systems, and telecommunications networks and devices) may not be able to support these demands and therefore performance and reliability may decline. Decreased performance with respect to some or all of these critical components of our business model has also been attributed to illegal attacks by third parties. If outages or delays occur frequently or increase in frequency, or businesses are not able to protect themselves adequately from such illegal attacks, the market for mobile apps, ridesharing services and related technologies could grow more slowly or decline, which may reduce the demand for our Rideshare Platform and related services.

Our business is dependent upon consumers renting our Fleet Management vehicles, using our Rideshare Platform and related services and if we fail to obtain broad adoption, our business would be adversely affected.

Our success will depend on our ability to monetize our fleet of vehicles and our Rideshare Platform, ensuring our Rideshare Platform is fully functional and reliable as intended, operate and educate consumers regarding the benefits of renting vehicles for ridesharing opportunities, and persuade them to adopt YayYo! and/or “Rideshare” as their “go to” ridesharing vehicle rental service provider. We do not know if our products and services will be successful over the long term and market acceptance may be hindered if our Rideshare platform doesn’t function efficiently and/or our user experience isn’t compelling and financially beneficial to our users. If consumers do not adopt and use our Rideshare Platform and related services, we will not be able to generate revenues and our financial condition will suffer as a result.

International expansion of our business exposes us to market, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States.

Our business strategy includes eventual international expansion. Adapting our Rideshare Platform to function internationally and doing business internationally involves a number of risks, including: (i) multiple, conflicting and changing laws and regulations such as tax laws, privacy laws, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits and licenses; (ii) obtaining regulatory approvals where required; (iii) requirements to maintain data and the processing of that data on servers located within such countries; (iv) complexities associated with managing multiple payment processing methods and multiple ridesharing service providers; (v) natural disasters, political and economic instability, including wars, terrorism, political unrest, outbreak of disease, protests, boycotts, curtailment of trade and other market restrictions; and (vi) regulatory and compliance risks that relate to maintaining accurate information and control over activitiesless than $5.00 per share, subject to regulation undercertain exceptions. Our securities are covered by the United States Foreign Corrupt Practices Act of 1977 ("FCPA"), U.K. Bribery Act of 2010 and comparable laws and regulations inpenny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other countries. Any of these factors could significantly harm our future international expansion and operations and, consequently, our ability to generate revenue and results of operations.

Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or users or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

In the ordinary course of our business, we and our third-party billing and collections providers and ridesharing service partners may collect and store sensitive data, including legally-protected personal information. We may also process and store and use additional third-parties to process and store, sensitive intellectual property and other proprietary business information, including that of ourthan established customers and collaborative partners. While we intend“accredited investors.” The term “accredited investor” refers generally to implemented data privacy and security measures that will be compliantinstitutions with applicable privacy laws and regulations, future security breaches could subject us to liability for violationsassets in excess of various laws, rules$5,000,000 or regulations, civil liability, government-imposed fines, orders requiring that weindividuals with a net worth in excess of $1,000,000 or these third parties change ourannual income exceeding $200,000 or $300,000 jointly with their practices,spouse or criminal charges, which could adversely affect our business. Complying with these various laws could cause us to incur substantial costs or require us to change our business practices, systems and compliance procedures in a manner adverse to our business.

We may become a party to intellectual property litigation or administrative proceedings that could be costly and could interfere with our ability to focus on our operating business segments.

The technology industry has been characterized by extensive litigation regarding patents, trademarks, trade secrets, and other intellectual property rights, and companies in the industry have used intellectual property litigation to gain a competitive advantage. It is possible that U.S. and foreign patents and pending patent applications or trademarks controlled by third parties may be alleged to cover our products or services, or that we may be accused of misappropriating third parties’ trade secrets. Additionally, our products may include hardware and software components that we purchase from vendors and may include design components that are outside of our direct control. Our competitors, many of which have substantially greater resources and have made substantial investments in patent portfolios, trade secrets, trademarks, and competing technologies, may have applied for or obtained, or may in the future apply for or obtain, patents or trademarks that will prevent, limit or otherwise interfere with our ability to make, use, sell and/or export our products and services or to use product names. We may become a party to patent or trademark infringement or trade secret related disputes or litigation as a result of these and other third party intellectual property rights being asserted against us. The defense and prosecution of these matters are both costly and time consuming. Vendors from whom we purchase hardware or software may not indemnify us in the event that such hardware or software is accused of infringing a third party’s patent or trademark or of misappropriating a third party’s trade secret.

Further, if such patents, trademarks, or trade secrets are successfully asserted against us, this may harm our business and result in injunctions preventing us from selling our products, license fees, damages and the payment of attorney fees and court costs. In addition, if we are found to willfully infringe third party patents or trademarks or to have misappropriated trade secrets, we could be required to pay treble damages in addition to other penalties. Although patent, trademark, trade secret, and other intellectual property disputes in the technology industry have often been settled through licensing or similar arrangements, costs associated with such arrangements may be substantial and could include ongoing royalties. We may be unable to obtain necessary licenses on satisfactory terms, if at all. If we do not obtain necessary licenses, we may not be able to redesign our Rideshare Platform or related services in order to avoid infringement. 

Additionally, in the future we may need to commence proceedings against others to enforce our patents or trademarks, if applicable, or to protect our copyrights, trade secrets or know how, trade secrets or know how, or to determine the enforceability, scope and validity of the proprietary rights of others. These proceedings would result in substantial expense to us and significant diversion of effort by our technical and management personnel. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. We may not be able to stop a competitor from marketing and selling products that are the same or similar to our products and services or from using product or service names that are the same or similar to ours, and our business may be harmed as a result.

We may face claims from companies that incorporate open source software into their products or from open source licensors, claiming ownership of, or demanding release of, the source code, the open source software or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to cease offering our Rideshare Platform unless and until we can re-engineer it to avoid infringement. This re-engineering process could require significant additional research and development resources, and we may not be able to complete it successfully. These risks could be difficult to eliminate or manage, and, if not addressed, could harm our business, financial condition and operating results.

Our use of “open source” software could adversely affect our ability to offer our services and subject us to possible litigation.

We use open source software in connection with our technology development. From time to time, companies that use open source software have faced claims challenging the use of open source software and/or compliance with open source license terms. We could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Some open source licenses require users who distribute software containing open source to make available all or part of such software, which in some circumstances could include valuable proprietary code of the user. We intend to monitor the use of open source software and will try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous. Any requirement to disclose proprietary source code or pay damages for breach of contract could be harmful to our business, results of operations or financial condition, and could help our competitors develop products and services that are similar to or better than ours.

No assurances of protection for proprietary rights; reliance on trade secrets.

In certain cases, we may rely on trade secrets to protect intellectual property, proprietary technology and processes, which we have acquired, developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rightsspousal equivalent, as well as to institutions and individuals who qualify under certain specified non-financial metrics. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain givenpenny stock, the uncertainty and rapid developmentcompensation of the principlesbroker-dealer and its salesperson in the transaction and monthly account statements showing the market value of law pertaining to this area. We may alsoeach penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be subject to claims by other parties with regardgiven to the use of intellectual property, technology informationcustomer orally or in writing prior to effecting the transaction and data, which maymust be deemed proprietarygiven to others.

Our network operations may be vulnerable to hacking, viruses and other disruptions, which may make our Rideshare online platform and related services less attractive and reliable.

Internet usage and mobile app usage could decline if any well-publicized compromise of security occurs. Hacking involves efforts to gain unauthorized access to informationthe customer in writing before or systems or to cause intentional malfunctions, loss or corruption of data, software, hardware or other computer equipment. Hackers, if successful, could misappropriate proprietary information or cause disruptions in our service. We may be required to expend capital and other resources to protect our products and services and related systems upon which our products and services is reliant against hackers. There can be no assurance that any measures we may take will be effective. Security breaches could have a material adverse effect on our business.with the customer’s confirmation. In addition, the inadvertent transmission if computer viruses or other digital problems could expose uspenny stock rules require that prior to a material risk of loss or litigationtransaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and possible liability, as well as materially damage our reputation and decrease our user base.

We currently have a small sales and marketing organization. If we are unablereceive the purchaser’s written agreement to expand our direct sales force in the U.S. to promote our services and related products, the commercial appeal and brand awareness for our products and services may be diminished.

We currently have a small sales and marketing organization. The Company may expand the core sales and marketing team to oversee the sales and marketing of our “YayYo!” business.   We will incur significant additional expenses and commit significant additional management resources to expand and grow our sales force. We may not be able to build on the expansion of these capabilities despite these additional expenditures. If we elect to rely on third parties to sell our products in the U.S., we may receive less revenue than if we sold our products directly. In addition, although we would intend to diligently monitor their activities, wetransaction. These disclosure requirements may have little or no control over the sales effortseffect of those third parties. Inreducing the event we are unable to develop and expand our own sales force or collaborate with a third party to sell our products, we may not be able to operate our products and/or services which would negatively impact our ability to generate revenue. We may not be able to enter into any marketing arrangements on favorable terms or at all. If we are unable to enter into a marketing arrangement for our products, we may not be able to develop an effective sales force to successfully operate our products and/or services. If we fail to enter into marketing arrangements for our products and are unable to develop an effective sales force, our ability to generate revenue would be limited. 

Risks Relating to Ownershiplevel of Our Securities.

There is no active public trading market for our common stock and we cannot assure you that an active trading market will develop in the near future.

Our common stock is not quoted in the over-the-counter markets and is not listed on any stock exchange and there is currently no active trading in our securities. While we intend to apply to have our shares of common stock approved for listing on the Nasdaq under the symbol “YAYO,” there can be no assurance that we will meet the initial listing requirements of Nasdaq to list our common stock on the Nasdaq exchange. In the event that our application to list our common stock on Nasdaq is not approved, the Company may seek to have its common stock quoted on the OTCQX over-the-counter exchange operated by OTC Markets Group Inc. (the “OTCQX”). Further, in the event that we successfully meet the Nasdaq listing requirements and list our common stock on Nasdaq we cannot assure you that an active trading market for our common stock will develop in the future due to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. We cannot give you any assurance that an active public trading market for our common stock will develop or be sustained. You may not be able to liquidate your shares quickly or at the market price if trading in our common stock is not active.

Our Offering differs significantly from an underwritten initial public offering.

This is not an underwritten initial public offering. This listing differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Such differences from an underwritten initial public offering could result in a volatile market price for our common stock and uncertain trading volume and may adversely affect your ability to sell your common stock.

The public price of our common stock may be volatile, and could, following a sale decline significantly and rapidly.

As this Offering is taking place via a process that is not an underwritten initial public offering, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient price discovery with respect to the opening trades on securities exchange markets. Following this Offering, the public price of our common stockactivity in the secondary market will be determined by private buy and sell transaction orders collected from broker-dealers.

While we intendfor the stock that is subject to apply to have our shares of commonthese penny stock approved for listing on Nasdaq under the symbol “YAYO,” there can be no assurance that we will meet the initial listing requirements of Nasdaq to list our commonrules. Consequently, these penny stock on the Nasdaq exchange. In the event that our application to list our common stock on Nasdaq is not approved, the Companyrules may seek to have its common stock quoted on the OTCQX over-the-counter exchange operated by OTC Markets Group Inc.

We may not be able to satisfy listing requirements of Nasdaq to obtain or maintain a listing of our common stock.

If our common stock is listed on Nasdaq or the OTCQX Market, we must meet certain financial and liquidity criteria to maintain such listing. If we violate the maintenance requirements for continued listing of our common stock, our common stock may be delisted. In addition, our board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from Nasdaq or the OTCQX Market may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. In addition, in order to list, we will be required to, among other things, file with the SEC a post-qualification amendment to our $50,000,000 Regulation A+, tier 2, securities offering as filed on Form 1-A, as amended from time to time, and submitted and filed with the SEC (the “Offering Statement"), and then file a Form 8-A in order to register our shares of common stock under the Securities Exchange Act of 1934, as amended. Any delay or further SEC requests under the post-qualification amendment may cause a delay in the initial trading of our common stock on Nasdaq or the OTCQX Market. For all of the foregoing reasons, you may experience a delay between the closing of your purchase of shares of our common stock and the commencement of exchange trading of our common stock. In addition, the delisting of our common stock could significantly impair our ability to raise capital.

If we fail to meet the minimum requirements for listing on Nasdaq, we intend to seek to have our common stock quoted on the OTCQX. The OTCQX is not a stock exchange, and if our common stock trades on the OTCQX there may be significantly less trading volume and analyst coverage of, and significantly less investor interest in, our common stock, which may lead to lower trading prices for our common stock.

This Offering has not been reviewed by independent professionals.

We have not retained any independent professionals to review or comment on this prospectus or otherwise protect the interest of the investors hereunder. Although we have retained our own counsel, neither such counsel nor any other counsel has made, on behalf of the investors, any independent examination of any factual matters represented by management herein. Therefore, for purposes of making a decision to purchase our Shares, you should not rely on our counsel with respect to any matters herein described. Prospective investors are strongly urged to rely on the advice of their own legal counsel and advisors in making a determination to purchase our shares of common stock. 

There has been no public market for our common stock prior to this Offering, and an active market in which investors can resell their shares may not develop.

Prior to this Offering, there has been no public market for our common stock. We cannot predict the extent to which an active market for our common stock will develop or be sustained after this Offering, or how the development of such a market might affect the market priceability of our common stock.

Sales of our common stock under Rule 144 could reduce the price of our stock.

In general, persons holding “restricted securities,” must hold their shares for a period of at least six (6) months, may not sell more than one percent (1%) of the total issued and outstanding shares in any ninety (90) day period, and must resell the shares in an unsolicited brokerage transaction at the market price. However, Rule 144 will only be available for resale in the ninety (90) days after the Company files its quarterly reports on Form 10-Q and annual reports on Form 10-K. The Company may voluntarily file current reports on Form 8-K. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices forbroker-dealers to trade our securities. See “Determination of Offering Price” below for more information.

Our continuing failure to maintain effective disclosure controls and procedures due to a material weakness in our internal controlscontrol over financial reporting could have an adverse impact on usus.

.

We are required to establishDuring the preparation of our consolidated financial statements for the fiscal year ended December 31, 2020, we provided our management’s assessment of the effectiveness of our disclosure controls and maintain appropriateprocedures as of December 31, 2020, as well as management’s report on the Company’s internal controlscontrol over financial reporting. FailureThe conclusion stated therein is that such disclosure controls and procedures were not effective at that time and that, relatedly, our internal control over financial reporting contained a material weakness.

The basis for these conclusions is our failure to maintain sufficient segregation of duties within our accounting functions, which is considered a basic internal control. While, due to our current size and the nature of our operations, segregation of all duties may not always be possible and may not be economically feasible, to the extent possible, the initiation of transactions, the custody of assets, and the recording of transactions should be performed by separate individuals.

We reached a similar conclusion in connection with the preparation of our consolidated financial statements for the quarter ended September 30, 2021 and the fiscal year ended December 31, 2019 and, while we are working to implement remedial measures, including the recent hiring of additional accounting personnel, it is possible that we may not be able to make them fully effective prior to the end of the current fiscal year or that, even if we are successful in implementing them, they will be inadequate to cure our material weakness. For that reason, it is possible that our management’s assessment of our disclosure controls and procedures will remain unchanged for the foreseeable future. A chronic failure to establish thoseeffective controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditionsShould that need to be addressedhappen, investors could lose confidence in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessmentthe accuracy of our internal controls over financial reportingperiodic reports filed under the Exchange Act. Additionally, our ability to obtain additional financing could be impaired or disclosurea lack of investor confidence in the reliability and accuracy of our public accounting firm’s attestationreporting could cause our stock price to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.decline.

AMoreover, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-makingdecision- making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

At present, we believe that we have effective internal controls in place. However, our management, including our Chief Executive Officer, cannot guarantee that our internal controls and disclosure controls that we have in place will prevent all possible errors, mistakes or all fraud.

For example, the Company is exposed to certain limitations under our control system over financial reporting on account of our contractual commitment with our chief financial officer, Mr. Pickard, and his corporate status as a part-time executive employee of the Company, dedicating approximately no more than fifteen hours per week to the business activity and affairs of the Company. Based on the foregoing, our internal controls for financial reporting may be subject to material weakness on account of (i) customary duties and obligations of our chief financial officer and such role in our financial reporting, and (ii) limited time commitments provided by part-time executive employees.

In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we intend to expend significant resources, including legal and accounting-related costs and significant management oversight.As of the date of this prospectus, the Company intends to enter into an agreement with R.G. Alliance Group, LLC, a managerial accounting firm (“RG Alliance”), to supplement the oversight provided by our chief financial officer of the Company, Mr. Pickard.We believe that expending additional resources on accounting-related costs, such as our intended engagement with RG Alliance Group, will supplement and offset the limited resources and time commitments of our part-time chief financial officer, Mr. Pickard, subsequentlymaintaining, enhancing and improving the Company’s effective internal controls over financial reporting.

Our financial controls and procedures may not be sufficient to ensure timely and reliable reporting of financial information, which, as a public company, could materially harm our stock price.

We require significant financial resources to maintain our public reporting status. We cannot assure you we will be able to maintain adequate resources to ensure that we will not have any future material weakness in our system of internal controls. The effectiveness of our controls and procedures may in the future be limited by a variety of factors including:

Despite these controls, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies like us face additional limitations. Smaller reporting companies employ fewer individuals and can find it difficult to employ resources for complicated transactions and effective risk management. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

If we fail to have effective controls and procedures for financial reporting in place, we could be unable to provide timely and accurate financial information and be subject to investigation by the Securities and Exchange Commission (the “SEC”) and civil or criminal sanctions.