As filed with the Securities and Exchange Commission on March 27, 2023.

Registration Statement No. 333-269216

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RVeloCITY, Inc.

(Exact name of registrant as specified in its charter)

2801 E. Camelback Road, Suite 200

Phoenix, Arizona 85016

1-888-399-9505

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

Paul Kacir

Chief Executive Officer

RVeloCITY, Inc., dba RVnGO

2801 E. Camelback Road, Suite 200

Phoenix, Arizona 85016

1-888-399-9505

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

Copies to:

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

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.

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 U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement contains two prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

The registrant has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus, which we refer to as the Alternate Pages, to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the selling stockholders.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 27, 2023

PRELIMINARY PROSPECTUS

3,333,333 Shares

Class A Common Stock

We are offering 3,333,333 shares of our Class A common stock, par value $0.0001 per share. This is our initial public offering and no public market currently exists for shares of our Class A common stock. We anticipate that the initial public offering price will be between $4.00 and $5.00 per share of the Class A common stock of RVeloCITY, Inc. (pronounced our-velocity), doing business as RVnGO (pronounced are-vee-and-go). We have applied to have our Class A common stock listed on The Nasdaq Capital Market under the symbol “RVGO.”

We believe that upon the completion of the offering contemplated by this prospectus, we will meet the standards for listing on Nasdaq. We cannot guarantee that we will be successful in listing our common stock on NASDAQ. If our common stock is not approved for listing on the NASDAQ Capital Market, we will not consummate this offering.

We have two classes of common stock: Class A common stock and Class B common stock. Each share of Class A common stock is entitled to one vote.

Each share of Class B common stock is entitled, prior to the closing of this offering, to one vote for each share held and, following the closing of this offering, to 10 votes for each share held on all matters submitted to a vote of stockholders. Paul Kacir and Gerald F. Hayden Jr. hold approximately 90.4% of the shares of our outstanding Class B common stock.

Upon the closing of this offering, our directors, officers, and principal stockholders will own (i) 4,879,741 shares of our Class A common stock and (ii) 2,177,000 shares of our Class B common stock, which together will represent approximately 73.1% of the combined voting power of both classes of our common stock outstanding immediately after this offering (or approximately 72.1% if the underwriters exercise in full their option to purchase additional shares of our Class A common stock).

Upon the closing of this offering, we will be a “controlled company” as defined under the corporate governance rules of The Nasdaq Stock Market LLC (“Nasdaq”). However, we do not currently expect to rely upon the “controlled company” exemptions. See “Principal Stockholders.”

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and will be subject to reduced public reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 14 to read about factors you should consider before buying our Class A common stock.

The offering is being underwritten on a firm commitment basis. We have granted a 45-day option to the underwriters to purchase up to 500,000 additional shares of Class A common stock solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $        , and the total proceeds to us, before expenses, will be $          .

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

The underwriters expect to deliver the shares of Class A common stock to purchasers on or about        , 2023.

The date of this prospectus is          , 2023.

TABLE OF CONTENTS

Through and including           , 2023 (the 25^th day after the date of this prospectus), all dealers that buy, sell or trade shares of our Class A common stock, whether or not participating in our initial public offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriter and with respect to its unsold allotments or subscriptions.

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where such offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering and the possession and distribution of this prospectus outside of the United States.

INDUSTRY AND MARKET DATA

This prospectus contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not to give undue weight to such projections, assumptions, and estimates. Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these publications, studies, and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

Domains, TRADEMARKS, SERVICE MARKS AND TRADENAMES

We own or have rights to use a number of domain names, registered and common law trademarks, service marks and/or trade names in connection with our business in the United States and/or in certain foreign jurisdictions.

Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

We have a trademark for the name RVnGO® and, among others, pending applications for the phrase “person-to-person RV rentals”™. We have registered domain names for, among others, www.RVnGO.com, including subdomains and similar domain names.

FINANCIAL STATEMENT PRESENTATION

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

Risk Factors

This offering and investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this prospectus, including our financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our Class A common stock. If any of the following risks actually occurs, our business, prospects, operating results and/or financial condition could suffer materially, the trading price of our Class A common stock could decline, and you could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business.

Risks Related to Our Operations and the Travel and Recreational Vehicle Industries

Our business is both cyclical and seasonal and subject to fluctuations in net income.

The recreational vehicle (“RV”) industry has historically been characterized by cycles of growth and contraction in consumer demand, reflecting prevailing economic and demographic conditions, which affect disposable income for leisure-time activities. Consequently, the results of any prior period may not be indicative of results for any future period.

In addition, we have experienced in the past, and expect to experience in future periods, significant variability in quarterly sales, production and net income as a result of annual seasonality in our business. Since RVs are used primarily by vacationers and campers, historically, demand in the RV industry generally declines during the fall and winter months, while sales and profits are generally highest during the spring and summer months. Recent factors resulting from the COVID-19 pandemic, such as high consumer demand for RVs, low independent dealer inventory and constraints in the labor pool and supply chain, have been disrupting, and may continue to disrupt, the historical trends in the seasonality of our business in North America.

We are required to incur substantial advertising and promotion expenses in the offseason, and we do not recognize revenue nor have access to the booking deposits before the rental takes place, resulting in significant cash-flow needs in the off-season. If we do not have sufficient capital resources in the off-season, our operations may be negatively affected, including our growth plans to become profitable.

Our business may be sensitive to economic conditions, including those that impact consumer spending.

Our revenues are predominately driven by discretionary spending by consumers on vacations. We are particularly susceptible to declines in consumer spending as a result of market conditions and risks specific to the travel industry, which include the availability and popularity of other forms of entertainment and leisure. Companies within the recreational vehicle and travel industries are subject to volatility in operating results due to external factors, such as general economic conditions, credit availability, consumer confidence, employment rates, prevailing interest rates, inflation, other economic conditions affecting consumer attitudes and disposable consumer income, demographic changes, international conflict, and geopolitical changes, in part because the decision to rent an RV is often viewed as a consumer discretionary purchase. Specific external factors affecting our business include:

Accordingly, our platform is particularly sensitive to economic cycles, as consumers are generally more willing to make discretionary purchases, including renting an RV, during periods in which favorable economic conditions prevail. Reduced consumer spending may in the future result in reduced demand for our platform and may also require increased selling and promotional expenses, which has had and may continue to have an adverse effect on our business, financial condition and operating results.

The RV industry is concentrated in the United States and Canada and is not geographically diversified globally.

According to industry estimates, the United States represents at least half the world’s demand for RVs. We expect to have all of our operations centered around the United States this year, with expansion into Canada in coming years and possible expansion into Western Europe, Australia and New Zealand in the future. Currently, the Company has, and for the near future will continue to have, limited global diversification outside of North America, leaving it susceptible to regional economic, geopolitical and natural impacts particular to North America, including:

If we fail to retain existing Hosts or add new Hosts, or if Hosts fail to provide high-quality inventory, our business, results of operations, and financial condition would be materially adversely affected.

Our business depends on Hosts maintaining their listings on our platform and engaging in practices that encourage Guests to book those listings, including providing timely responses to inquiries from Guests, offering a variety of desirable and differentiated listings at competitive prices that meet the expectations of Guests, and offering exceptional services and experiences to Guests. These practices are outside of our direct control. If Hosts do not establish or maintain a sufficient number of listings and availability for listings, the number of RVs booked declines for a particular period, or the number of Hosts and Guests purchasing our valued added services declines, our revenue would decline and our business, results of operations, and financial condition would be materially adversely affected.

Hosts manage and control their offerings and typically market them on our platform with no obligation to make them available to Guests for specified dates and with no obligation to accept bookings from prospective Guests. We have had many Hosts list their RVs on our platform in one period and cease to offer these RVs in subsequent periods for a variety of reasons. While we plan to continue to invest in our Host community and in tools to assist Hosts, these investments may not be successful in growing our Hosts and listings on our platform. In addition, Hosts may not establish or maintain listings if we cannot attract prospective Guests to our platform and generate bookings from a large number of Guests. If we are unable to retain existing Hosts or add new Hosts, or if Hosts elect to market their listings exclusively with a competitor or cross-list with a competitor, we may be unable to offer a sufficient supply and variety of RVs to attract Guests to use our platform. In particular, it is critical that we continue to attract and retain individual Hosts who list their RVs on RVnGO. We attract individual Hosts predominantly through organic channels such as word of mouth and our strong brand recognition. If we are unable to attract and retain individual Hosts in a cost-effective manner, or at all, our business, results of operations, and financial condition would be materially adversely affected.

Professional Hosts (or fleet operators) expand the types of listings available to our Guests. These professional Hosts often list on our platform as well as on the platforms of our competitors. We do not control whether professional Hosts provide us with competitive pricing relative to the same RVs listed with other services. If we are not able to effectively deploy professional tools, application programming interfaces, and payment processes, work with third-party channel managers, and develop effective sales and account management teams that address the needs of these professional Hosts, we may not be able to attract and retain professional Hosts. If our platform is not as competitive as those of our competitors, these professional Hosts may choose to provide less inventory and availability with us.

In addition, the number of listings on RVnGO may decline as a result of a number of other factors affecting Hosts, including: the COVID-19 pandemic; enforcement or threatened enforcement of laws and regulations; Hosts opting for long-term rentals on other third-party platforms as an alternative to listing on our platform; economic, social, and political factors; perceptions of trust and safety on and off our platform; negative experiences with Guests, including Guests who damage Host RVs, or engage in violent and unlawful acts; and our decision to remove Hosts from our platform for not adhering to our Host standards or other factors we deem detrimental to our community. We believe a number of our Hosts are individuals who rely on the additional income generated from our platform to pay their living expenses or vehicle payments or have acquired RVs specifically for listing.

If we fail to retain existing Guests or add new Guests, our business, results of operations, and financial condition would be materially adversely affected.

Our success depends significantly on existing Guests continuing to book and attracting new Guests to book on our platform. Our ability to attract and retain Guests could be materially adversely affected by a number of factors discussed elsewhere in these “Risk Factors,” including:

In addition, if our platform is not easy to navigate, Guests have an unsatisfactory sign-up, search, booking, or payment experience on our platform, the listings and other content provided on our platform is not displayed effectively to Guests, we are not effective in engaging Guests across our various offerings and tiers, or we fail to provide an experience in a manner that meets rapidly changing demand, we could fail to convert first-time Guests and fail to engage with existing Guests, which would materially adversely affect our business, results of operations, and financial condition.

The business and industry in which we participate are highly competitive, and we may be unable to compete successfully with our current or future competitors.

We operate in a highly competitive environment and we face significant competition in attracting Hosts and Guests.

Our competitors may adopt aspects of our business model, which could affect our ability to differentiate our offerings from competitors. Increased competition could result in reduced demand for our platform from Hosts and Guests, slow our growth, and materially adversely affect our business, results of operations, and financial condition.

Many of our current and potential competitors enjoy substantial competitive advantages over us, such as greater name and brand recognition, longer operating histories, larger marketing budgets, as well as substantially greater financial, technical, and other resources. In addition, our current or potential competitors have access to larger user bases and/or inventory, and may provide multiple travel products. As a result, our competitors may be able to provide consumers with a better or more complete product experience and respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or Host and Guest requirements or preferences. The global travel industry has experienced significant consolidation, and we expect this trend may continue as companies attempt to strengthen or hold their market positions in a highly competitive industry. Consolidation amongst our competitors will give them increased scale and may enhance their capacity, abilities, and resources, and lower their cost structures. In addition, emerging start-ups may be able to innovate and focus on developing a new product or service faster than we can or may foresee consumer need for new offerings or technologies before us.

There are now numerous competing companies that offer vehicles for renting. Some of these competitors also aggregate listings obtained through various sources. Some of our Hosts have chosen to cross-list their RVs, which reduces the availability of such inventory on our platform. When inventory is cross-listed, the price paid by Guests on our platform may be or may appear to be less competitive for a number of reasons, including differences in service offerings and fees by competing platforms, which may cause Guests to book through other services, which could materially adversely affect our business, results of operations, and financial condition. Certain Hosts may encourage transactions outside of our platform, which reduces the use of our platform and services.

Some of our competitors or potential competitors have more established or varied relationships with consumers than we do, and they could use these advantages in ways that could affect our competitive position, including by entering the travel and accommodations businesses. If any of these platforms are successful in offering services similar to ours to consumers, or if we are unable to offer our services to consumers within these super-apps, our customer acquisition efforts could be less effective and our customer acquisition costs, including our brand and performance marketing expenses, could increase, any of which could materially adversely affect our business, results of operations, and financial condition. We also face increasing competition from search engines including Google. These parties can also offer their own comprehensive travel planning and booking tools, or refer leads directly to suppliers, other favored partners, or themselves, which could also disintermediate our platform. In addition, if Google or Apple use their own mobile operating systems or app distribution channels to favor their own or other preferred travel or vehicle rental service offerings, or impose policies that effectively disallow us to continue our offerings in those channels, it could materially adversely affect our ability to engage with Hosts and Guests who access our platform via mobile apps or search.

We also face competition from other consumer leisure, discretionary and vacation spending alternatives, such as cruises, vacation homes, timeshares and other traditional vacations along with other recreational products like boats and motorcycles. Changes in actual or perceived value among these alternatives by consumers could impact demand for our service and our future profitability.

We are dependent on a single carrier to provide automobile liability coverage for RVs.

Our business is dependent on our ability to arrange auto liability coverage for our Hosts and Guests which is included as a value-added service in our protection plan fee. We are currently dependent on a single third-party auto liability carrier, Crum & Forster, as we believe it is in the best interests of our business from a profitability standpoint to consolidate with a sole provider. If our sole provider decides to not renew our current policy, which renews on an annual basis, or becomes insolvent or otherwise fails to pay claims, and we cannot secure a replacement carrier in time or at all, or if our carrier raised rates, it would severely impact our operations, our gross margins and our profitability, and our business, results of operations, and financial condition could be materially adversely affected.

We provide a Guest and Host protection plan and other value-added services during a rental and expenses from providing these services in excess of anticipated rates would negatively affect our business and financial results.

We provide value-added services to the Guest and Host for a rental transaction which includes relief in the case of a cancellation or non-delivery, protection against damage to the RV during a rental and optional roadside assistance to the recreational vehicles rented on our platform and if the expenses in relation to providing these value-added services are higher than anticipated or higher than that we have experienced historically, we would incur higher expenses and our financial results would be negatively affected, and we may require additional capital to fund the expenses which may not be available on favorable terms or at all. Similarly, there may be changes in (i) the frequency or severity of Host protection requests for contractual reimbursement under our protection plan, (ii) the frequency or severity of Guest requests for protection services and roadside assistance services under our protection plan, and (iii) changes in our ability to collect amounts due from Guests in return for our provision of these value added services, any of which could negatively affect our business, results of operations and financial condition.

The coverage afforded under the auto liability insurance policy and our business insurance policy may be inadequate for the needs of our business or our third-party insurer may be unable or unwilling to meet our coverage requirements, which could materially adversely affect our business, results of operations, and financial condition.

We use third-party insurance to manage exposures related to our business operations. Our overall spend on insurance has increased as our business has grown. We may experience increased difficulty in obtaining appropriate policy limits and levels of coverage at a reasonable cost and with reasonable terms and conditions. Our costs for obtaining these policies will continue to increase as our business grows and continues to evolve.

Risks Related to Our Operations as a Whole

The ongoing and prolonged COVID-19 pandemic has impacted our operations and results of operations and has had, and may continue to have, a material adverse effect on our business, growth prospects, financial condition, results of operations and/or cash flows.

The global spread of the COVID-19 pandemic and its variants has created significant business uncertainty for us and others, resulting in volatility and economic disruption. Additionally, the outbreak has resulted in government authorities around the world implementing numerous lockdown measures to try to reduce the spread of COVID-19, such as travel bans and restrictions, quarantines, shelter-in-place, stay-at-home or total lock-down (or similar) orders and business limitations and shutdowns.

As a result of the COVID-19 pandemic, including the related responses from government authorities, our business and operations have been impacted, including by temporary closures of our offices, which has resulted in many of our employees continuing to work remotely. The travel industry in general has also been impacted by measures taken by governmental authorities to address the outbreak, including restrictions on travel, partial shelter-in-place orders, and other orders.

Moreover, ongoing or heightened resurgences of COVID-19 or its variants in the future, or the occurrence of another pandemic or other health crisis, could recreate or exacerbate the risks and adverse impacts described. While we believe consumers were eager to travel and saw RV travel as a safe mode of transportation and a safe way to vacation, resulting in a significant increase in demand for our service and a positive impact on our business and financial results for fiscal years 2020 and 2021, the future severity of the COVID-19 pandemic is difficult to predict and ever-evolving and our business operations, financial performance and results of operations could be further adversely affected in a number of ways related to the pandemic, including, but not limited to, the following:

Additionally, an increase in the number of employees working remotely due to the COVID-19 pandemic also increases the potential adverse impact of risk associated with information technology systems and networks, including cyber-attacks, computer viruses, malicious software, security breaches and telecommunication failures, both for systems and networks we control directly and for those that employees and third-party developers rely on to work remotely. Any failure to prevent or mitigate security breaches or cyber risks or detect, or respond adequately to, a security breach or cyber risk, or any other disruptions to our information technology systems and networks, could have significant adverse effects on our business.

The spread of COVID-19 has caused us to at times modify our business practices (including employee travel, employee work locations and cancellation of physical participation in meetings, events and conferences), all of which remain in effect, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners. Further, key personnel could contract COVID-19, hindering their availability and productivity.

The degree to which the prolonged COVID-19 pandemic impacts our operations, business, financial results, liquidity, and financial condition will depend on future developments, which are highly uncertain, continuously evolving and cannot be predicted. This includes, but is not limited to, the duration and spread of the pandemic, its severity, actions to contain the virus and/or its variants or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

We are reliant on the retention of certain key personnel and the hiring of strategically valuable personnel, and we may lose or be unable to hire one or more of such personnel.

Our success depends in part on the continued service of our founders, senior management team, key technical employees and other highly skilled personnel and on our ability to identify, hire, develop, motivate, retain, and integrate highly qualified personnel for all areas of our organization. Certain employees are in high demand, and we devote significant resources to attracting and retaining these employees. If we are unable to attract and retain the necessary personnel, particularly in critical areas of our business, we may not achieve our strategic goals. In addition, we do not carry key person insurance and if a key person died or became disabled or incapacitated, unable to perform their duties or left the Company, our operations and profitability may be negatively impacted.

The success of our business relies heavily on our marketing and branding efforts, and these efforts may not be successful.

We rely heavily on marketing and advertising to increase brand visibility with potential Hosts and Guests. In particular, we rely on marketing to drive Guest traffic to our platform. We have invested considerable resources into establishing and maintaining our brand. We currently advertise through a blend of direct and indirect advertising channels, including through activities on Google AdWords, Microsoft Ads, Facebook, Instagram, Reddit, Pinterest, Twitter, Twitch, YouTube and other online social networks, digital advertising, public relations activity, and print and broadcast advertising. We recorded approximately $624,480, $590,909 and $311,829 of advertising and promotion expenses for the fiscal years ended November 30, 2022, 2021 and 2020, respectively.

Our ability to attract Hosts and Guests to our platform is dependent in part on the success of our marketing and branding efforts. If we are unable to recover our marketing costs, or if our broad marketing campaigns are not successful or are terminated, it could have a material adverse effect on our growth, results of operations and/or financial condition.

We may be unsuccessful in our strategic acquisitions, in whole or in part, and other transactions, and we may pursue transactions for their strategic value in spite of the risk of lack of profitability.

Our success will depend, in part, on our ability to grow our core business and expand our capabilities in response to the demands of consumers and competitive pressures. In some circumstances, we may decide to grow through acquisitions of, or investments in, complementary businesses and technologies and through additional joint ventures, development agreements and other commercial agreements, rather than through internal development. We may be unable to identify suitable targets for these transactions or to complete the identified transactions on favorable terms or at all, and the process of identifying, negotiating and executing transactions may be costly and divert management time and focus from operating our business. If we identify suitable targets, our ability to realize a return on the resources expended pursuing such deals, to complete them, and to derive benefit from them will depend on a variety of factors, including, potentially, our ability to obtain financing on acceptable terms and requisite governmental approvals, and our ability to integrate products, personnel, systems and technologies efficiently. Additionally, we may decide to make or enter into strategic transactions with the understanding that such transactions will not be profitable, but which we believe may be of strategic value to us. Our current and future acquisitions and investments, including existing investments accounted for under the equity method, or other strategic agreements may also require that we make additional capital investments in the future, which would divert resources from other areas of our business. We cannot provide assurances that the anticipated strategic benefits of these deals will be realized in the long-term or at all.

We may also fail to identify or assess the magnitude of certain liabilities, shortcomings, litigation risks or other circumstances prior to entering into any transaction, and as such, we may not obtain sufficient warranties, indemnities or other protections. This could result in unexpected litigation expenses or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes, a loss of anticipated tax benefits or other adverse effects on our business, operating results and/or financial condition. Additionally, some warranties and indemnities may give rise to unexpected and significant liabilities. Future acquisitions and commercial arrangements that we may pursue could result in dilutive issuances of equity securities, the incurrence of further contingent debt liabilities, amortization expenses or the write-off of goodwill, any of which could harm our financial condition.

Our business partners may be unable to honor their obligations to us or their actions may put us at risk.

We rely on various business partners, including third-party service providers, vendors, and licensees in many areas of our business. Their actions may put our business and our reputation and brand at risk. For example, we may have disputes with our business partners that may impact our business and/or financial results. In many cases, our business partners may be given access to sensitive and proprietary information in order to provide services and support to our teams, and they may misappropriate our information and engage in unauthorized use of it. In addition, the failure of these third parties to provide adequate services and technologies, or the failure of the third parties to adequately maintain or update their services and technologies, could result in a disruption to our business operations. Further, disruptions in the financial markets, economic downturns, poor business decisions, insolvency, or reputational harm may adversely affect our business partners, and they may not be able to continue honoring their obligations to us or we may cease our arrangements with them. Alternative arrangements and services may not be available to us on commercially reasonable terms, or we may experience business interruptions upon a transition to an alternative partner or vendor. If we lose one or more significant business partners, including due to their insolvency or business failure, our business could be harmed and our financial results could be materially affected.

Because our success depends substantially on our ability to maintain a professional reputation, adverse publicity concerning us, one of our businesses, or our key personnel could adversely affect our business.

Our brand and our reputation are among our most important assets. Maintaining and enhancing our brand and reputation is critical to our ability to attract Hosts, Guests, and employees, to compete effectively, and to preserve and deepen the engagement of our existing Hosts, Guests, and employees. We are heavily dependent on the perceptions of Hosts and Guests who use our platform to help make word-of-mouth recommendations that contribute to our growth.

Any decrease in the quality of our reputation could impair our ability to, among other things, recruit and retain qualified and experienced key personnel, and retain or attract Hosts and Guests. Our overall reputation may be negatively impacted by a number of factors, including negative publicity concerning us, members of our management or other key personnel. Any adverse publicity relating to such individuals or entities that we employ or represent, or to our Company, including from reported or actual incidents or allegations of illegal or improper conduct, such as harassment, discrimination or other misconduct, could result in significant media attention, even if not directly relating to or involving our Company, and could have a negative impact on our professional reputation. This could result in termination of contractual relationships, damage to our employees’ ability to attract new customer or client relationships, or the loss or termination of such employees’ services, all of which could adversely affect our business, financial condition and/or results of operations.

Government regulations applicable to us may negatively impact our business.

We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the Internet. In addition, laws and regulations relating to user privacy, electronic contracts and communications, mobile communications, data collection, retention, consumer protection and publishing activities, including production and delivery of content, advertising, localization, and information security have been adopted or are being considered for adoption by many jurisdictions and countries throughout the world. These laws, including the EU’s General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”), which restrict our ability to gather and use data about our users, could harm our business by limiting the products and services we can offer consumers or the manner in which we offer them. Data privacy, data protection, localization, security and consumer-protection laws are evolving, and the interpretation and application of these laws in the U.S. (including compliance with the CCPA), Europe (including compliance with the GDPR), and elsewhere often are uncertain, contradictory and changing. It is possible that these regulatory initiatives may be interpreted or applied in a manner that is adverse to us or otherwise inconsistent with our practices, which could result in litigation, regulatory investigations and/or potential legal liability or require us to change our practices in a manner adverse to our business. As a result, our reputation and brand may be harmed, we could incur substantial costs, and we could lose both customers and revenues. Furthermore, the costs of compliance with these regulatory initiatives may increase in the future as a result of changes in interpretation. Any failure on our part to comply with these laws or the application of these laws in an unanticipated manner may harm our business and result in penalties or significant legal liabilities.

Companies and governmental agencies may restrict access to platforms, our websites, mobile applications or the internet generally, which could lead to the loss or slower growth of our customer base.

Our customers generally need to access the Internet and platforms, such as the Apple App Store, Google Play Store, to access our platform. Companies and governmental agencies could block access to any platform, our websites, mobile applications or the internet generally for a number of reasons, such as security or confidentiality concerns or regulatory reasons, or they may adopt policies that prohibit employees from accessing Apple, Google, our website or any platform. If companies or governmental entities block or limit access or otherwise adopt policies restricting customers from accessing our websites, our business could be negatively impacted and we could lose or experience slower growth in our customer base.

Catastrophic events may disrupt our business.

Natural disasters, cyber-incidents, weather events, wildfires, power disruptions, telecommunications failures, public health outbreaks, such as the prolonged COVID-19 pandemic and its variants, failed upgrades of existing systems or migrations to new systems, acts of terrorism or other force majeure type events could cause outages, disruptions and/or degradations of our infrastructure, including our information technology and network systems, a failure in our ability to conduct normal business operations, or the closure of public spaces in which renters may vacation and utilize RVs. The health and safety of our employees, consumers, third-party organizations with whom we partner or regulatory agencies on which we rely could be also affected, which may prevent us from executing our business strategies or cause a decrease in consumer demand for our platform and listings. For example, as a result of the COVID-19 pandemic, including the related responses from government authorities, our business and operations have been impacted, including by temporary closures of our offices, which has resulted in many of our employees continuing to work remotely. System redundancy may be ineffective and our disaster recovery and business continuity planning may not be sufficient for all eventualities. Such failures, disruptions, closures or an inability to conduct normal business operations could also prevent access to our online platforms, cause delays or interruptions in our listings, allow breaches of data security or result in the loss of critical data. An event that results in the disruption or degradation of any of our critical business functions or information technology systems and harms our ability to conduct normal business operations or causes a decrease in consumer demand for our platform and listings could materially impact our reputation and brand, financial condition and/or operating results.

We are, and may in the future be, subject to legal proceedings in the ordinary course of our business. In addition, as a public company, we will be at an increased risk of securities class action litigation.

We are subject to various legal proceedings, claims, litigation and government investigations or inquiries from time to time, which could have a material adverse effect on our business, results of operations and/or financial condition. Claims arising out of actual or alleged violations of law could be asserted against us by individuals, either individually or through class actions, by governmental entities in civil or criminal investigations and proceedings or by other parties. These claims could be asserted under a variety of laws, including but not limited to consumer finance laws, consumer protection laws, intellectual property laws, privacy laws, labor and employment laws, securities laws and employee benefit laws. These actions could expose us to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including, but not limited to suspension or revocation of licenses to conduct business.

In addition, securities class action litigation has historically often been brought against a company following a decline in the market price of its securities. If we were to be sued, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

We are subject to risks related to corporate and social responsibility and our reputation.

Many factors influence our reputation, including the perception held by our customers, business partners, and other key stakeholders. As we become a public company, we expect to face increasing scrutiny related to environmental, social, and governance activities. We risk damage to our reputation if we fail to act responsibly in a number of areas, such as diversity and inclusion, environmental stewardship, supply chain management, climate change, workplace conduct, human rights, and philanthropy. Any harm to our reputation could impact employee engagement and retention and the willingness of customers and our partners to do business with us, which could have a material adverse effect on our business, results of operations and/or cash flows.

Host, Guest, or third-party actions that are criminal, violent, inappropriate, or dangerous, or fraudulent activity, may undermine our ability to attract and retain Hosts and Guests and materially adversely affect our reputation, business, results of operations, and financial condition.

We have no control over or ability to predict the actions of our users and other third parties, and therefore, we cannot guarantee the safety of our Hosts, Guests, and third parties. The actions of Hosts, Guests, and other third parties could result in fatalities, injuries, other bodily harm, fraud, invasion of privacy, property damage, discrimination, brand and reputational damage, which could create potential legal or other substantial liabilities for us. We do not verify the identity of all of our Hosts and Guests, nor do we verify or screen third parties who may be in the vehicle during the reservation made through our platform. Our identity verification processes rely on, among other things, information provided by Hosts and Guests, and our ability to validate that information and the effectiveness of third-party service providers that support our verification processes may be limited. In addition, we do not currently and may not in the future require users to re-verify their identity following their successful completion of the initial verification process. Certain verification processes, including legacy verification processes on which we previously relied, may be less reliable than others. Moreover, we do not run criminal background checks or any other screening processes on Hosts, Guests, nor third parties who may be present during a reservation made through our platform.

In addition, we have not in the past and may not in the future undertake to independently verify the safety, suitability, quality, compliance with RVnGO policies or standards, of all our Hosts’ listings. We have in the past relied, and may in the future, rely on Hosts and Guests to disclose information relating to their listings and such information may be inaccurate or incomplete. We have created policies and standards to respond to issues reported with listings, but certain listings may pose heightened safety risks to individual users because those issues have not been reported to us or because our customer support team has not taken the requisite action based on our policies. We rely, at least in part, on reports of issues from Hosts and Guests to investigate and enforce many of our policies and standards. In addition, our policies may not contemplate certain safety risks posed by listings or individual Hosts or Guests or may not sufficiently address those risks.

If Hosts, Guests, or third parties engage in criminal activity, misconduct, fraudulent, negligent, or inappropriate conduct or use our platform as a conduit for criminal activity, consumers may not consider our platform and the listings on our platform safe, and we may receive negative media coverage, or be subject to involvement in a government investigation concerning such activity, which could adversely impact our brand and reputation, and lower the adoption rate of our platform.

The methods used by perpetrators of fraud and other misconduct are complex and constantly evolving, and our trust and security measures have been, and may currently or in the future be, insufficient to detect and help prevent all fraudulent activity and other misconduct; for example:

If criminal, inappropriate, fraudulent, or other negative incidents continue to occur due to the conduct of Hosts, Guests, or third parties, our ability to attract and retain Hosts and Guests would be harmed, and our business, results of operations, and financial condition would be materially adversely affected. We have obtained some third-party insurance, which is subject to certain conditions and exclusions, for claims and losses incurred based on incidents related to bookings on our platform. Even where we do have third-party insurance, such insurance may be inadequate to fully cover alleged claims of liability, investigation costs, defense costs, and/or payouts. Even if these claims do not result in liability, we could incur significant time and cost investigating and defending against them. As we expand our offerings, or if the quantity or severity of incidents increases, our insurance rates and our financial exposure will grow, which would materially adversely affect our business, results of operations, and financial condition.

Risks Related to Technology and Intellectual Property

If our security measures are breached or fail and unauthorized access is obtained to a customer’s data, our service may be perceived as insecure, the attractiveness of our services to current or potential customers may be reduced, and we may incur significant liabilities.

Our services involve the web-based storage and transmission of customers’ information. We rely on proprietary and commercially available systems, software, tools and monitoring, as well as other processes, to provide security for processing, transmission and storage of such information. Because of the sensitivity of this information and due to requirements under applicable laws and regulations, the effectiveness of our security efforts is very important. If our security measures are breached or fail as a result of third-party action, acts of terror, social unrest, employee error, malfeasance or for any other reasons, someone may be able to obtain unauthorized access to customer data. Improper activities by third-parties, advances in computer and software capabilities and encryption technology, new tools and discoveries and other events or developments may facilitate or result in a compromise or breach of our security systems. Our security measures may not be effective in preventing unauthorized access to the customer data stored on our servers. If a breach of our security occurs, we could face damages for contract breach, penalties for violation of applicable laws or regulations, possible lawsuits by individuals affected by the breach and remediation costs and efforts to prevent future occurrences. In addition, whether there is an actual or a perceived breach of our security, the market perception of the effectiveness of our security measures could be harmed and we could lose current or potential customers.

We use opensource software in connection with certain of our services, which may pose particular risks to our proprietary technology infrastructure, software, products and services.

We use opensource software in our platform and expect to use opensource software in the future. The terms of various opensource licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our software and services. By the terms of certain opensource licenses, we could be required to release the source code of our proprietary technology infrastructure, and to make our proprietary technology infrastructure available under opensource licenses, if we combine our proprietary technology infrastructure with opensource software in a certain manner. If portions of our proprietary technology infrastructure are determined to be subject to an opensource license, we could be required to publicly release the affected portions of our source code, or to re-engineer all or a portion of our technologies or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and services. In addition to risks related to license requirements, usage of opensource software can lead to greater risks than use of third-party commercial software, as opensource licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of opensource software cannot be eliminated and could negatively affect our business, operating results, and/or financial condition.

If we experience a significant disruption in service to our platform from loss of server capacity, lack of sufficient internet bandwidth, or any other reason, we could lose sales and consumer traffic, and our business and reputation could suffer.

Our brands, reputation, and ability to attract consumers or visitors depend on the reliable performance of our website, platform, and the supporting systems, technology, data and infrastructure, including data servers, many of which are owned and controlled by third parties. We may experience significant interruptions with our systems in the future. Interruptions in these systems, whether due to loss of server capacity, lack of sufficient internet bandwidth, system failures, programming or configuration errors, computer viruses or physical or electronic break-ins, including through computer viruses, malware, ransomware, phishing, misrepresentation, social engineering, forgery, denial of service attacks or other cybersecurity attacks, could affect, prevent or inhibit the ability of customers to access our website and platform, or the ability for us to run our business. Problems with the reliability or security of our systems could harm our reputation, result in a loss of customers and sales and result in additional costs, which could be significant.

Problems faced by our third-party web hosting providers could adversely affect the experience of our customers. For example, our third-party web hosting providers could close their facilities without adequate notice. Any financial difficulties, up to and including bankruptcy, faced by our third-party web hosting providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict. If our third-party web hosting providers are unable to keep up with our growing capacity needs, our business could be harmed.

Any errors, defects, disruptions or other performance or reliability problems with our network operations could interrupt our customers’ access to our website and online platform, as well as cause delays and additional expenses in arranging access to alternative services, any of which could harm our reputation, business, operating results and/or financial condition.

Our data privacy and security practices may be inadequate, or may be perceived as being inadequate, to prevent data breaches, ransomware or other cyber-attacks, or under the applicable data privacy and security laws generally.

In the course of our business, we collect, process, store and use user and other information, including personally identifiable information, passwords and payment card information, user profile and usage information, as well as information that is proprietary to our business. Our security controls, policies, and practices may not be able to prevent the improper or unauthorized access, acquisition, encryption or disclosure of such information. The unauthorized access, acquisition, encryption or disclosure of this information, or a perception that we do not adequately secure this information, could result in legal liability, costly remedial measures, governmental and regulatory investigations, harm our profitability and reputation and cause our financial results and/or our financial condition to be materially affected. In addition, third-party vendors and business partners receive access to such information that we collect. These vendors and business partners may not prevent cybersecurity breaches with respect to the information we provide to them or they may fail to fully enforce our policies, contractual obligations and disclosures regarding the collection, use, storage, transfer, and retention of such information. A data security breach or cyber-attack suffered by one of our vendors or business partners could cause reputational harm to them and/or negatively impact our credibility to our customer base. A data security breach or cyber-attack could also significantly damage our reputation with Hosts, Guests and other third parties, and could result in significant costs related to remediation efforts, such as credit or identity theft monitoring.

The interpretation of privacy and data protection laws and their application to evolving technologies, including user profiling, behavioral tracking and data analytics, is unclear and subject to rapid change in numerous jurisdictions. There is a risk that these laws may be interpreted and applied in a manner that is not consistent with our data protection practices, which could result in additional compliance or changes in our business practices, or both, and financial penalties or sanctions under these laws.

Legislatures, regulators and government enforcement actions worldwide are enacting, amending, enforcing and imposing significant fines against companies for data privacy and cybersecurity violations. Our business operations involve the collection, transfer, use, disclosure, security and disposal of personal or sensitive information in various locations around the world, including in the U.S., where federal and state laws, such as the CCPA, impose data privacy requirements, statutory damages and a limited private right of action, and other jurisdictions across the globe that have enacted, or are enacting, national data protection laws.

As we expand our operations into new jurisdictions, the costs associated with compliance with applicable local data privacy laws and regulations may increase. It is possible that government or industry regulation in these markets will require us to deviate from our standard processes and/or make changes to our products, services and operations, which would increase our operational costs and risks.

We may fail to adequately protect our intellectual property, technology and confidential information.

Our business depends on our intellectual property, technology, and confidential information, the protection of which is crucial to the success of our business. We rely on a combination of registrations, common law rights, trade secrets and know-how protections, patent applications for non-trade secret inventions and contractual restrictions under confidentiality and invention assignment agreements that we enter into with our employees and consultants to protect our intellectual property, technology, and confidential information. These agreements may not effectively grant all necessary rights to any intellectual property that may have been developed by the employees and consultants. In addition, these agreements may not effectively prevent unauthorized use or disclosure of our inventions, or other proprietary information, intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property or technology.

In addition, although we take steps to enforce and police our rights, unauthorized parties may attempt to copy aspects of our website features, software, and functionality or obtain and use information that we consider to be proprietary. The proliferation of technology designed to circumvent the protection measures used by our business partners or by us, the availability of broadband access to the internet, the refusal of internet service providers or platform holders to remove infringing content in certain instances, and the proliferation of online channels through which infringing product is distributed all may contribute to an expansion in unauthorized copying of our technology, content, and brand.

We currently license or hold rights to domain names associated with our business. The regulation of domain names in the U.S. and in other countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain all domain names that are otherwise important for our business.

The costs of enforcing our intellectual property rights could have an adverse effect on our business.

We pursue the registration of our copyrights, trademarks, service marks, and domain names in the U.S. This process can be expensive and time-consuming, may not always be successful depending on local laws or other circumstances, and we also may choose not to pursue registrations in every location depending on the nature of the project to which the intellectual property rights pertain.

Litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity, and diversion of management and technical resources, any of which could adversely affect our business, financial condition and/or results of operations. If we fail to maintain, protect and enhance our intellectual property rights, our business, financial condition and/or results of operations may be harmed.

We could face liability for information or content on or accessible through our platform.

We could face claims relating to information or content that is published or made available on our platform. Our platform relies upon content that is created and posted by Hosts, Guests, or other third parties. Although content on our platform is typically generated by third parties, and not by us, claims of defamation, disparagement, negligence, warranty, personal harm, intellectual property infringement, or other alleged damages could be asserted against us, in addition to our Hosts and Guests. While we rely on a variety of statutory and common-law frameworks and defenses, including those provided by the Digital Millennium Copyright Act (“DMCA”), the Communications Decency Act (“CDA”), the fair-use doctrine in the United States, differences between statutes, limitations on immunity, requirements to maintain immunity, and moderation efforts in the many jurisdictions in which we operate may affect our ability to rely on these frameworks and defenses, or create uncertainty regarding liability for information or content uploaded by Hosts and Guests or otherwise contributed by third-parties to our platform. Moreover, regulators in the United States may introduce new regulatory regimes that increase potential liability for information or content available on our platform. For example, in the United States, laws such as the CDA, which have previously been interpreted to provide substantial protection to interactive computer service providers, may change and become less predictable or unfavorable by legislative action or juridical interpretation. There have been various federal legislative efforts to restrict the scope of the protections available to online platforms under the CDA, in particular with regards to Section 230 of the CDA, and current protections from liability for third-party content in the United States could decrease or change. There is proposed U.S. federal legislation seeking to hold platforms liable for user-generated content, including content related to RV rentals. We could incur significant costs investigating and defending such claims and, if we are found liable, significant damages.

Because liability often flows from information or content on our platform and/or services accessed through our platform, as we continue to expand our offerings and scope of business, both in terms of the range of offerings and services and geographical operations, we may face or become subject to additional or different laws and regulations. Our potential liability for information or content created by third parties and posted to our platform could require us to implement additional measures to reduce our exposure to such liability, may require us to expend significant resources, may limit the desirability of our platform to Hosts and Guests, may cause damage to our brand or reputation, and may cause us to incur time and costs defending such claims in litigation, thereby materially adversely affecting our business, results of operations, and financial condition.

Our platform is highly complex, and any undetected errors could materially adversely affect our business, results of operations, and financial condition.

Our platform is a complex system composed of many interoperating components and software. Our business is dependent upon our ability to prevent system interruption on our platform. Our software, including opensource software that is incorporated into our code, may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code have not been and may not be discovered until after the code has been released. We have, from time to time, found defects or errors in our system and software limitations that have resulted in, and may discover additional issues in the future that could result in, platform unavailability or system disruption. For example, defects or errors have resulted in and could result in the delay in making payments to Hosts or overpaying or underpaying Hosts, which would impact our cash position and may cause Hosts to lose trust in our payment operations. Any errors, bugs, or vulnerabilities discovered in our code or systems released to production or found in third-party software, including opensource software, that is incorporated into our code, any misconfigurations of our systems, or any unintended interactions between systems could result in poor system performance, an interruption in the availability of our platform, incorrect payments, negative publicity, damage to our reputation, loss of existing and potential Hosts and Guests, loss of revenue, liability for damages, a failure to comply with certain legal or tax reporting obligations, and regulatory inquiries or other proceedings, any of which could materially adversely affect our business, results of operations, and financial condition.

Risks Related to Our Indebtedness, Financial Condition, and Financial Reporting

We have incurred significant losses since our inception, and we may continue to experience losses in the future.

We have not been profitable since our inception. We incurred net losses of $2,705,811, $3,429,834 and $7,753,575 for the fiscal years ended November 30, 2020, 2021 and 2022 respectively. We expect to continue to incur losses in the near term as we invest in and strive to grow our business. For example, we expect to make significant investments to further develop and expand our business, and these investments may not result in increased revenues or growth on a timely basis or at all. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses in the future and may not be able to achieve or maintain profitability.

In the second quarter of 2022, the Company incurred a one-time expense of $1,475,765 as a result of the Exchange Offer and the resulting exchange of certain shares of the Company’s Series B common stock for shares of the Company’s Series A common stock, which was effected in connection with the Corporate Reorganization. This stock-based compensation modification valuation was based on a third-party valuation study to account for the change in fair value at the date of the exchange.

Our limited operating history makes it difficult to evaluate our current business and future prospects, and we may not be able to effectively grow our business or implement our business strategies, which could have a material adverse effect on our business.

RVnGO was founded in 2015. As such, RVnGO does not have a long history operating as a commercial company. Due to this and other factors, our operating results are highly unpredictable. We believe that our ability to grow our business will depend on many risks and uncertainties, including our ability to:

There can be no assurance that we will meet these objectives. Addressing these risks and uncertainties will require significant expenditures and allocation of valuable management and employee resources. We have hired and expect to continue hiring additional personnel to support our business growth. Our organizational structure is becoming more complex as we add staff, and as a result, we will need to improve our operational, financial and management controls, as well as our reporting systems and procedures. We will require significant expenditures and the allocation of valuable management resources to grow and change in these areas without undermining our corporate culture. If we cannot manage our growth effectively, our business could be harmed, and our results of operations and/or financial condition could be materially and adversely affected.

There is substantial doubt about our ability to continue as a going concern.

As of November 30, 2022, we had cash of $93,185. We expect our existing cash as of November 30, 2022, together with proceeds from this offering will enable us to fund our operating expenses and operations for at least 12 months from the date of this prospectus. If we are unable to obtain additional financing, we may be unable to continue as a going concern. There is no guarantee that we will be able to secure additional financing, including in connection with this offering. Changes in our operating plans, our existing and anticipated working capital needs, costs related to legal proceedings we might become subject to in the future, the acceleration or modification of our development activities, any near-term or future expansion plans, increased expenses, potential acquisitions or other events may further affect our ability to continue as a going concern. Similarly, the report of our independent registered public accounting firm on our financial statements as of and for the year ended November 30, 2022 includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in us.

Following this offering, we may require additional capital to meet our financial obligations and to support our business growth, and this capital might not be available on acceptable terms or at all.

We intend to continue to make significant investments to support our business growth and may require additional funds following this offering to improve our operations and respond to business challenges, including the need to develop products, improve our sales and marketing activities, improve our operating infrastructure and acquire complementary or strategic businesses, technologies and personnel. Accordingly, we may need to engage in additional equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity (including preferred stock) or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and/or privileges superior to those of holders of our Class A common stock, including, without limitation, with respect to the payment of dividends and the payment of liquidating distributions. Any future debt financing could require compliance with restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, any future indebtedness we incur may be secured by some or all of our assets, and, if we default under such secured indebtedness, a secured creditor were to declare all of the indebtedness then outstanding immediately due and payable, and we were unable to pay such amounts, our assets would be available to secured creditors to satisfy our secured borrowing obligations.

Because our decision to issue debt or preferred securities in any future offering and/or to borrow money from lenders will depend in part on market conditions and other factors in existence at that time beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. We may not be able to obtain additional financing on terms favorable to us, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be materially harmed. Holders of our Class A common stock will bear the risk of any such future offerings or borrowings.

Our operations and our results of operations vary from quarter to quarter, so our financial performance in certain financial quarters may not be indicative of, or comparable to, our financial performance in other financial quarters.

The RV and travel industries are cyclical, with the highest levels of consumer demand occurring in warmer weather months. While many factors may impact this cyclicality, we generally have experienced and expect to continue to experience the strongest revenues during the third quarter of each fiscal year. Accordingly, we may report lower revenues during the first and fourth quarter of each year, compared to quarterly revenues for the second and third quarter of the prior or same year. However, because our results may vary significantly from quarter-to-quarter or year-to-year, our financial results for one quarter or one year cannot necessarily be compared to another quarter or year and may not be indicative of our future financial performance in subsequent quarters or years.

Our results of operations and financial condition are subject to management’s accounting judgments and estimates, as well as changes in accounting policies.

Financial statements prepared in accordance with U.S. GAAP typically require the use of good faith estimates, judgments and assumptions that affect the reported amounts. The preparation of our financial statements requires us to make estimates and assumptions affecting the reported amounts of our assets, liabilities, revenues and expenses. If these estimates or assumptions are incorrect, it could have a material adverse effect on our results of operations and/or financial condition. We have identified several accounting policies as being “critical” to the fair presentation of our financial condition and results of operations because they involve major aspects of our business and require us to make judgments about matters that are inherently uncertain. These policies are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to our financial statements included in this prospectus. The implementation of new accounting requirements or other changes to U.S. GAAP could have a material adverse effect on our reported results of operations and/or financial condition.

We are subject to unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns.

We are currently subject to taxes in the United States. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

In addition, we may be subject to audits of our income, sales and other transaction taxes in various jurisdictions. Outcomes from these audits could have an adverse effect on our operating results and/or financial condition.

We are an EGC and a smaller reporting company (“SRC”), and we cannot be certain if the reduced disclosure requirements applicable to us will make our Class A common stock less attractive to investors.

We are an EGC, as defined in the JOBS Act, and we expect to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not EGCs. In particular, while we are an EGC, we will not be required to comply with the auditor attestation requirements of Section 404(b) of SOX, we will be exempt from any rules that could be adopted by the U.S. Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor’s report on financial statements; we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and we will not be required to hold non-binding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approved.

In addition, while we are an EGC, we can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an EGC to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period and, as a result, our operating results and financial statements may not be comparable to the operating results and financial statements of companies that have adopted the new or revised accounting standards.

We may remain an EGC until the last day of the fiscal year following the 5^th anniversary of completing this offering, although we may cease to be an EGC earlier under certain circumstances, including if: (i) we have $1.07 billion or more in annual revenues in any fiscal year; (ii) we become a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act; or (iii) we issue more than $1.0 billion of non-convertible debt over a 3-year period.

We are also an SRC as defined in the Exchange Act. We may continue to be an SRC even after we are no longer an EGC. We may take advantage of certain of the scaled disclosures available to SRCs and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. Similar to EGCs, SRCs that are non-accelerated filers are exempt from the auditor attestation requirements of Section 404(b) of SOX.

We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on these exemptions. If some investors find our Class A common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

If we fail to maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired.

After completing this offering, we will be subject to a requirement, pursuant to Section 404 of SOX, to conduct an annual review and evaluation of our internal control over financial reporting and furnish a report by management on, among other things, our assessment of the effectiveness of our internal control over financial reporting each fiscal year beginning with the year following our first annual report required to be filed with the SEC. However, for as long as we are an EGC or an SRC that is a non-accelerated filer, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of SOX. Ensuring that we have adequate internal control over financial reporting in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that must be evaluated frequently. Establishing and maintaining these internal controls will be costly and may divert management’s attention.

If we fail to achieve and maintain the adequacy of our internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude, on an ongoing basis, that we have effective internal control over financial reporting in accordance with Section 404 of SOX. If we do not adequately implement or comply with the requirements of Section 404 of SOX, we may be subject to sanctions or investigation by regulatory authorities, such as the SEC, or suffer other adverse regulatory consequences, including penalties for violation of Nasdaq rules. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs to improve our internal control system, including the costs of the hiring of additional personnel. Any such action could negatively affect our business, financial condition, results of operations and/or cash flows and could also lead to a decline in the price of our Class A common stock.

The requirements of being a public company may require significant resources and divert management’s attention.

After we become a public company, we will be subject to certain ongoing reporting requirements. Compliance with these requirements will increase our compliance and audit costs, make some activities more difficult, time-consuming or costly and increase demands on our resources. The requirements may also make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors and qualified officers.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure create uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Risks Related to This Offering and Ownership of Our Class A Common Stock

We have convertible debt that will be converted into Class A common stock upon the closing of this offering, which will cause immediate and substantial dilution to our stockholders.

Between January 8, 2022 and February 28, 2022, we entered into, issued, and sold convertible promissory notes to certain investors in the aggregate principal amount of $1.755 million (the “Convertible Notes”). Upon the closing of this offering, the outstanding principal and accrued interest under the Convertible Notes will automatically (and without any action on the part of the note holders) be converted into shares of our Class A common stock at a conversion price equal to 60% of the initial public offering price of our Class A common stock. The issuance of shares of Class A common stock upon conversion of the Convertible Notes will result in dilution to the interests of other stockholders.

We have broad discretion in how we use the proceeds of this offering and may not use them effectively.

We will have considerable discretion in the application of the net proceeds of this offering. We intend to use the net proceeds from this offering for repayment of all of the Bridge Notes and for working capital and general corporate purposes, which could include, without limitation, expenditures for research and development, sales and marketing activities, recruiting and retaining employees, funding future strategic transactions and other business opportunities, and other corporate expenditures. See “Use of Proceeds” for additional information. Our management will have considerable discretion in the application of the net proceeds of this offering, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. We may use the net proceeds for purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from this offering in a manner that has a negative impact on our results of operations and/or financial condition.

There is no existing market for our Class A common stock, and we cannot ensure that one will ever develop or be sustained.

Prior to this offering there was no trading market for our Class A common stock. We cannot predict the extent to which investor interest in our Company will lead to the development of a trading market for our Class A common stock or how liquid that market might become. The offering price for the shares of our Class A common stock has been determined by us in connection with this offering, which may not be indicative of the price that will prevail in any trading market following this offering. While we have applied to list our Class A common stock on The Nasdaq Capital Market, if an active trading market does not develop or is not maintained, the market price and liquidity of our Class A common stock may be adversely affected. In that case, you may not be able to sell your Class A common stock shares at a particular time, at a favorable price or at all.

Our certificate of incorporation will have limitations on the liability of our directors, and we may have to indemnify our officers and directors in certain instances.

Our certificate of incorporation will limit 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 will not apply to liabilities arising under the federal or state securities laws and will 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 will 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 a breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our 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.

Certain provisions in our charter documents and under Delaware law could limit attempts by our stockholders to replace or remove our board of directors or current management and limit the market price of our Class A common stock.

Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing changes in our board of directors or management. Our certificate of incorporation and bylaws include provisions that:

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing certain members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 144 of the Delaware General Corporate Law, which generally prohibit a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

Our charter documents and by-laws provide that the state courts of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our certificate of incorporation and bylaws will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws or (iv) any action asserting a claim that is governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Our certificate of incorporation and bylaws will also provide that the U.S. federal district courts will be the exclusive forum for the resolution of any complaint asserting a cause of action against us or any of our directors, officers, employees or agents arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to this provision. Although we believe that these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.

There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If a court were to find these types of provisions to be inapplicable or unenforceable, and if a court were to find the exclusive forum provision in our certificate of incorporation and bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving any such dispute in other jurisdictions, which could materially adversely affect our business, financial condition, and/or results of operations.

Our stock price may be volatile.

The trading price of our Class A common stock following this offering may fluctuate substantially and may be higher or lower than the initial public offering price. The trading price of our Class A common stock following this offering will depend on several factors, including those described in this “Risk Factors” section, many of which are beyond our control and may or may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our Class A common stock because you might be unable to sell your shares at or above the price you paid in the offering or at all. Factors that could cause fluctuations in the trading price of our Class A common stock include, among many others:

In addition, the stock market in general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political and market conditions, such as recessions, inflation, higher interest rates or higher unemployment rates, may seriously affect the market price of our Class A common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following this offering. If the market price of our Class A common stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

If you purchase shares of our Class A common stock in our initial public offering, you will experience substantial and immediate dilution.

The initial public offering price will be substantially higher than the net tangible book value per share of our outstanding common stock immediately after completing this offering. Based on the assumed initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, if you purchase shares of Class A common stock in this offering, you will experience substantial and immediate dilution in the pro forma as adjusted net tangible book value per share of $3.90 per share as of November 30, 2022. That is because the price that you pay will be substantially greater than the pro forma net tangible book value per share of the Class A common stock that you acquire. For more information, see “Dilution” and “Description of Capital Stock—Common Stock—Additional Shares Issuable After this Offering.”

Substantial future sales of our Class A common stock, or the perception that such sales may occur, could depress the price of our Class A common stock.

Sales of substantial amounts of our Class A common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our Class A common stock and could impair our ability to raise capital through the sale of additional shares. The shares of our Class A common stock offered in this offering will be freely tradable without restriction under the Securities Act, except for any shares of our Class A common stock that may be held or acquired by our directors, executive officers and other affiliates (as that term is defined in the Securities Act), which may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

Our executive officers, directors and certain of our Class A stockholders entered into separate agreements whereby, without the prior written consent of Boustead, they will not, subject to limited exceptions, directly or indirectly sell or dispose of any shares of our Class A common stock or any securities convertible into or exchangeable or exercisable for shares of our Class A common stock for a period of: (i) 12 months after the date of this prospectus with respect to the shares of our Class A common stock held by our directors, officers and the stockholders owning 5% or more of the total outstanding Class A common stock immediately prior of this offering; (ii) 6 months after the date of this prospectus with respect to the shares of our Class A common stock held by the stockholders owning between 2% and 4.99% of the total outstanding Class A common stock immediately prior of this offering or (iii), subject to certain exceptions, 6 months after the date of this prospectus with respect to the shares of our Class A common stock held by the stockholders owning less than 2% of the total outstanding Class A common stock immediately prior of this offering. See “Underwriting—No Sales of Common Stock” for additional information. After these lock-up agreements expire, additional shares of our Class A common stock may become eligible for sale in the public market upon the satisfaction of certain conditions as set forth therein, of which 3,074,741 shares would be held by affiliates and either subject to the volume and other restrictions of Rule 144 under the Securities Act or covered by the Resale Prospectus to permit public resale of such shares.

If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our Class A common stock could be negatively affected.

Any trading market for our Class A common stock will be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our Class A common stock could be negatively affected. If we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise report on us unfavorably, or discontinue coverage of us, the market price and market trading volume of our Class A common stock could be negatively affected.

The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.

In July 2017, S&P Dow Jones and FTSE Russell announced changes to their eligibility criteria for the inclusion of shares of public companies on certain indices, including the Russell 2000, the S&P 500, the S&P MidCap 400 and the S&P SmallCap 600, to exclude companies with multiple classes of shares of common stock from being added to these indices. As a result, our dual class capital structure (with each Class B share having, following the closing of this offering, 10 votes versus one vote for our Class A shares) would make us ineligible for inclusion in any of these indices, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices would not be investing in our Class A common stock. Furthermore, we cannot assure you that other stock indices will not take a similar approach to S&P Dow Jones or FTSE Russell in the future. Exclusion from these indices could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.

We do not intend to pay dividends for the foreseeable future.

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments in our Class A common stock.

Our directors, officers and principal stockholders control the direction of our business and their ownership of our Class A common stock and Class B common stock will prevent you and other stockholders from influencing significant decisions.

Upon the closing of this offering, our directors, officers, and principal stockholders will own (i) 4,879,741 shares of our Class A common stock and (ii) 2,177,000 shares of our Class B common stock, which together will represent approximately 73.1% of the combined voting power of both classes of our common stock outstanding immediately after this offering (or approximately 72.1% if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). Our Class B common stock will have, following the closing of this offering, 10 votes per share, whereas our Class A common stock has and will continue to have one vote per share, and except as required by law and as otherwise provided in our certificate of incorporation, the shares of our Class A and Class B common stock will vote together as a single class on all matters submitted to stockholders. Our certificate of incorporation further provides that an affirmative vote of the holders two-thirds of the outstanding shares of Class B common stock, voting as a separate class, in addition to any other vote required by Delaware Law or our certificate of incorporation, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise, amend or repeal, or adopt any provision of our certificate of incorporation inconsistent with, or otherwise alter, any provision of our certificate of incorporation that modifies the voting, par value, rights, powers, preferences, special rights, privileges or restrictions of our Class B common stock.

As long as this group of directors, officers, and principal stockholders continue to control a majority of the voting power of our outstanding common stock, they will generally be able to determine the outcome of all corporate actions requiring stockholder approval, including the election and removal of directors, and, in turn, our senior management. Even if they were to control less than a majority of the voting power of our outstanding common stock, they collectively may be able to influence the outcome of such corporate actions so long as they own a significant portion of our common stock.

Investors in this offering will not be able to affect the outcome of any stockholder vote while such group of directors, officers, and principal stockholders control the majority of the voting power of our outstanding common stock. As a result, they will be able to control, directly or indirectly and subject to applicable law, all matters affecting us, including:

We will be a “controlled company” within the meaning of Nasdaq’s rules and, as a result, will qualify for exemptions from certain corporate governance requirements. We do not currently expect or intend to rely of any of these exemptions, but there can be no assurance that we will not rely on these exemptions in the future.

Upon completion of this offering, our directors, officers, and principal stockholders will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the Nasdaq Listing Rules. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

While we are not currently relying on any of these corporate governance exemptions, we may in the future avail ourselves of the flexibility that some or all of these exemptions offer. If we were to utilize these exemptions, in whole or in part (such as by not maintaining a majority of independent directors on our board of directors and/or not maintaining a fully independent compensation committee and/or nominating and corporate governance committee), you will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq rules regarding corporate governance.

Cautionary Note Regarding Forward-Looking Statements

This prospectus contains certain statements, which are not historical facts and are “forward-looking statements” within the meaning of federal securities laws. These forward-looking statements are subject to certain risks, trends and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. We use words, such as “could,” “would,” “may,” “might,” “will,” “expect,” “likely,” “believe,” “continue,” “anticipate,” “estimate,” “intend,” “plan,” “project” and other similar expressions to identify some forward-looking statements, but not all forward-looking statements include these words. For example, forward-looking statements include statements we make relating to:

These and other forward-looking statements involve estimates and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions that are difficult to predict. Examples of such risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements made by us include, but are not limited, to those disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere this prospectus. Accordingly, any forward-looking statements attributable to us, or persons acting on our behalf, are qualified in their entirety by these cautionary statements, as well as cautionary statements elsewhere in this prospectus. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in our future filings with the SEC.

Factors other than those referred to above could also cause our results to differ materially from expected results. We caution you that the important factors referenced above may not contain all of the factors that are important to you. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove to be incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and should not be relied upon as representing our plans and expectations as of any subsequent date. Except as required by law, we undertake no obligation, and we specifically disclaim any intention or obligation, to update any forward-looking statement contained in this prospectus to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances, except as otherwise required by law. New factors that could cause our business not to develop as we expect emerge from time to time, and it is not possible for us to predict all of them. Further, we cannot assess the impact of each currently known or new factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We anticipate that subsequent events and developments may cause our plans, intentions and expectations to change.

Use of Proceeds

We estimate that our net proceeds from the sale of our Class A common stock that we are offering in this prospectus will be approximately $12.4 million, or approximately $14.5 million if the underwriters exercise in full their option to purchase additional shares of our Class A common stock, assuming an initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

A $1.00 increase (decrease) in the assumed initial public offering price of $4.50 per share of our Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from our initial public offering by $3.1 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering for repayment of all of the Bridge Notes and for working capital and general corporate purposes, which could include, without limitation, expenditures for research and development, sales and marketing activities, recruiting and retaining employees, funding future strategic transactions and other business opportunities, and other corporate expenditures. Pending these uses, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities, such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government.

As of the date of this prospectus, we had $3.66 million aggregate principal amount of Bridge Notes outstanding, which we intend to repay in full upon the closing of this offering. The Bridge Notes issued under the May 2022 Bridge Loan Documents have an annual interest rate of 10% and mature upon the closing of this offering or June 30, 2023, whichever occurs first. The Bridge Notes issued under the September 2022 Bridge Loan Documents have an annual interest rate of 10% and mature upon the closing of this offering or October 31, 2025, whichever occurs first. The proceeds from the issuance of the Bridge Notes were used for working capital and general corporate purposes.

This expected use of the net proceeds from this offering represents our intentions based upon our current financial condition, results of operations, business plans and conditions. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

Dividend Policy

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with Delaware law governing the payment of lawful dividends, as well as covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements, contractual arrangements and other factors that our board of directors deems relevant.

Capitalization

The table below shows our cash and cash equivalents and capitalization as of November 30, 2022:

You should read the following information together with the information contained under the headings “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the accompanying notes appearing elsewhere in this prospectus.

Dilution

If you invest in our Class A common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of Class A common stock and the pro forma as adjusted net tangible book value per share immediately after this offering.

Our pro forma net tangible book value as of November 30, 2022 was approximately ($3.4) million, or $(0.27) per share of common stock. Our pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of our shares of common stock outstanding as of November 30, 2022, after giving effect to (i) the automatic conversion of the Convertible Notes into an aggregate of 715,000 shares of our Class A common stock, the conversion of which will occur immediately prior to the completion of this offering, based on a Conversion Price of $2.70, which is equal to 60% of an initial public offering price of $4.50 per share (the midpoint of the price range set forth on the cover page of this prospectus), and (ii) the issuance of an additional $1.1 million aggregate principal amount of Bridge Notes under the September 2022 Bridge Loan Documents.

After giving effect to the sale by us of 3,333,333 shares of Class A common stock in this offering at an assumed initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and the repayment of the Bridge Notes as described under “Use of Proceeds,” our pro forma as adjusted net tangible book value as of November 30, 2022 would have been approximately $9.5 million, or $0.60 per share. This amount represents an immediate dilution of $3.90 per share to new investors purchasing Class A common stock in this offering. We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by investors purchasing Class A common stock in this offering. The following table illustrates this dilution on a per share basis:

The dilution information discussed above is illustrative only and may change based upon the actual initial public offering price and other terms of this offering. A $1.00 increase (decrease) in the assumed initial public offering price of $4.50 per share of Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by $0.17 per share and increase (decrease) the dilution to new investors by $0.83 per share, in each case assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares of our Class A common stock from us in full, our pro forma as adjusted net tangible book value would be $0.69 per share, and the dilution in pro forma net tangible book value per share to new investors in this offering would be $3.81 per share.

The following table summarizes the pro forma as adjusted basis described above, the differences between the number of shares purchased from us, the total consideration paid and the weighted-average price per share paid to us by our existing stockholders and by new investors purchasing shares in this offering at the assumed initial public offering price of $4.50 per share of Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us:

A $1.00 increase (decrease) in the assumed initial public offering price of $4.50 per share of Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors by approximately $3.1 million and, in the case of an increase, would increase the percentage of total consideration paid by new investors to 57% and, in the case of a decrease, would decrease the percentage of total consideration paid by new investors to 46%, in each case assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares of our Class A common stock from us in full, existing stockholders would own 44% and our new investors would own 56% of the total number of shares of our Class A common stock outstanding upon the completion of this offering.

The number of shares of our Class A common stock and Class B common stock to be outstanding immediately after this offering is based on 10,017,276 shares of our Class A common stock and 2,239,500 shares of our Class B common stock outstanding as of March 24, 2023, and excludes the following (all of which are calculated based on an assumed initial public offering price of $4.50 per share, which is the midpoint of the price range on the cover page of this prospectus):