As filed with the Securities and Exchange Commission on April 27, 2023
Registration No. 333-269368
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENERGY AND WATER DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
Florida | 3585 | 30-0781375 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
7901 4th Street N STE #4174, St Petersburg, Florida | 33702 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 727-677-9408
Florida Registered Agent LLC
7901 4th St N STE 300
St. Petersburg, FL 33702
T: 850-807-4500
agent@floridaregisteredagent.net
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Amy K. Maliza, Esq. 429 Lenox Avenue, 4th Floor Miami Beach, FL 33139 (305) 587-2699 amaliza@disantolaw.com |
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer: ¨ | Accelerated filer: ¨ | Non-accelerated filer: ☐ | Smaller reporting company: ☒ |
Emerging growth company: ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, 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 Pre-Effective Amendment No. 2 (this “Amendment No. 2”) to the Registration Statement on Form S-1 of Energy and Water Development Corp. (File No. 333-269368), (as amended, the “Registration Statement”) is being filed as an exhibit-only filing to file an updated consent of TAAD LLP, filed herewith as Exhibit 23.1 (the “Consent”). Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement and the Consent filed herewith as Exhibit 23.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
EXHIBIT INDEX
± Management contract or compensatory plans or arrangements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in Hamburg, Germany, on April 27, 2023.
ENERGY AND WATER DEVELOPMENT CORP. | ||
By: | /s/ Irma Velazquez | |
Irma Velazquez | ||
Chief Executive Officer (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Form S-1 has been signed by the following persons in the capacities indicated on April 27, 2023.
Signature | Title | |
/s/ Irma Velazquez | Chief Executive Officer and Vice Chairman of the Board | |
Irma Velazquez | (Principal Executive Officer) | |
* | Chairman of the Board and Chief Technology Officer | |
Ralph Hofmeier | ||
* | Chief Financial Officer | |
Amedeo Montonati | (Principal Financial Officer and Principal Accounting Officer) | |
Irma Velazquez hereby signs this Amendment No. 2 to the Registration Statement on Form S-1 on behalf of each of the indicated persons for whom she is attorney-in-fact on April 27, 2023 pursuant to a power of attorney filed with the Registration Statement on Form S-1/A (File No. 333-269368) filed with the SEC on April 10, 2023.
* By: | /s/ Irma Velazquez | |
Irma Velazquez | ||
Attorney-in-Fact |