As filed with the U.S. Securities and Exchange Commission on February 6, 2024
Registration No. 333-275379
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMPHITRITE DIGITAL INCORPORATED
(Exact name of registrant as specified in its charter)
U.S. Virgin Islands | 4400 | 66-1005420 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industry Classification Code Number) | (I.R.S. Employee Identification Number) |
Amphitrite Digital Incorporated
6501 Red Hook Plaza, Suite 201-465
St. Thomas, Virgin Islands, U.S., 00802
340-386-5906
(Address, including zip code, and telephone with area code, of registrant’s principal executive offices)
Cogency Global Inc.
10 East 40th Street, 10th Floor
New York, New York 10016
212-947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brenda Hamilton, Esq. Hamilton & Associates Law Group P.A. 200 East Palmetto Park R. Ste 103 Boca Raton, FL 33432 Telephone: (561) 416-8956 Fax: (561) 416-2855 | Andrew M. Tucker, Esq. Nelson Mullins Riley & 101 Constitution Avenue, NW Washington, DC 20001 Telephone: (202) 689-2800 | Alexander McClean, Esq. C. Christopher Murillo, Esq. Harter Secrest and Emery LLP 1600 Bausch & Lomb Place Rochester, NY 14604 Telephone: (585) 231-6500 Fax: (585) 232-2152 |
Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date hereof.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Amphitrite Digital Incorporated is filing this Amendment No. 4 to its registration statement on Form S-1 (File No. 333-275379) as an exhibit-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) | Exhibits |
EXHIBIT INDEX
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II-2
* | Filed previously |
*** | Filed Herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, state of Texas, on the dates indicated.
Amphitrite Digital Incorporation | |||
By: | /s/ Scott A. Stawski | ||
Name: | Scott A. Stawski | ||
Title: | Executive Chairman |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott A. Stawski his/her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him/her and in his name, place and stead, in any and all capacities to sign any or all amendments (including, without limitation, post-effective amendments) to this Registration Statement, any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any or all pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or any substitute or substitutes for him, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, the following persons in the capacities and on the dates indicated have signed this Registration Statement below.
Signature | Title | Date | ||
/s/ Scott A. Stawski | Executive Chairman | February 6, 2024 | ||
Scott A. Stawski | (Principal Financial and Accounting Officer) | |||
/s/ Rob Chapple | Chief Executive Officer and Director | February 6, 2024 | ||
Rob Chapple | (Principal Executive Officer) | |||
/s/ Patrick Mullett | Vice President of Operations, Secretary and Director | February 6, 2024 | ||
Patrick Mullett | ||||
/s/ Hope Stawski | President | February 6, 2024 | ||
Hope Stawski | ||||
/s/ Mike Klaus | Director | February 6, 2024 | ||
Mike Klaus | ||||
/s/ Bryan Mason | Director | February 6, 2024 | ||
Bryan Mason | ||||
/s/ Richard Phillips | Director | February 6, 2024 | ||
Richard Phillips | ||||
/s/ Martha Gorum | Director | February 6, 2024 | ||
Martha Gorum | ||||
/s/ Anu Singh | Director | February 6, 2024 | ||
Anu Singh | ||||
/s/ Marc Brooks | Director | February 6, 2024 | ||
Marc Brooks | ||||
/s/ Kevin Dritschler | Director | February 6, 2024 | ||
Kevin Dritschler | ||||
/s/ Aaron Hughes | Director | February 6, 2024 | ||
Aaron Hughes |
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