Elate (ELGP) S-1/AIPO registration (amended)

As filed with the Securities and Exchange Commission on January 17, 2024

Registration No. 333-264073

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 21 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Elate Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

305 Broadway, Floor 7

New York, NY 10007

(212) 920-4450

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Kevin Britt

Chief Executive Officer

Elate Group, Inc.

305 Broadway, Floor 7

New York, NY 10007 (212) 920-4450

(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 this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This 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 January 17, 2024

Preliminary Prospectus

Up to 1,250,000 Common Units, Each Common Unit Consisting of One Shares of Class A Common Stock and One Warrant, Each Warrant to Purchase One Share of Class A Common Stock

Up to 1,250,000 Pre-funded Units, Each Pre-funded Unit Consisting of One Pre-funded Warrant to Purchase One Share of Class A Common Stock and One Warrant, Each Warrant to Purchase One Share of Class A Common Stock

Elate Group, Inc.

This is Elate Group, Inc.’s initial public offering. We are offering 1,250,000 units (the “Common Units”), each Common Unit consisting of one share of our Class A common stock, $0.0001 par value per share, and one warrant (the “Warrants”), each whole Warrant exercisable to purchase one share of Class A common stock. We are offering each Common Unit at an initial public offering price of $4.13 per Common Unit.

We are also offering to those purchasers, if any, whose purchase of Common Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Class A common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded units (the “Pre-funded Units”) in lieu of Common Units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Class A common stock. Each Pre-funded Unit will consist of one pre-funded warrant to purchase one share of Class A common stock at an exercise price of $0.001 per share (each a “Pre-funded Warrant”) and one Warrant to purchase one share of Class A common stock. The purchase price of each Pre-funded Unit is equal to the price per Common Unit being sold to the public in this offering, minus $0.001.The Pre-funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. The offering also includes the shares of Class A common stock issuable from time to time upon exercise of the Pre-funded Warrants. Neither the Common Units nor the Pre-funded Units will be certificated or issued as standalone securities. For each Pre-funded Unit we sell, the number of Common

Units we are offering will be decreased on a one-for-one basis. The Common Units and Pre-funded Units issued in this offering shall be referred to collectively as “Units.”

The shares of Class A common stock or Pre-funded Warrants, as the case may be, and the Warrants included in the Common Units or the Pre-funded Units, can only be purchased together in this offering as Units, but the securities included in the Common Units or Pre-funded Units are immediately separable and will be issued separately.

The Warrants included within the Common Units and Pre-Funded Units will be exercisable immediately, have an exercise price per share of Class A common stock equal to 100% of the public offering price of one Common Unit, and will expire five years from the date of issuance. The Warrants will be subject to call feature at the option of the Company, (i) during the 60-day period following the issuance date, at the price of $0.001 per warrant share, provided our Class A common stock’s volume weighted average price over 20 consecutive trading days prior to the call notice is at least $10.33 (250% of the initial exercise price of the Warrants), and (ii)  for all other periods for which the Warrants are exercisable, at the price of $0.001 per warrant share, provided our Class A common stock’s volume weighted average price over 20 consecutive trading days prior to the call notice is at least $8.26 (200% of the initial exercise price of the Warrants) for all and subject to certain other conditions set forth in the Warrants and as further described in “Description of Securities – Warrants and Pre-funded Warrants to be Issued in This Offering”. Such a call feature may reduce the value of the Warrants because it may result in holders no longer having an opportunity to benefit from further increases in the price of our Class A common stock.

This is our initial public offering, and no public market exists for our securities. We are offering each Common Unit at an initial public offering price of $4.13 per Common Unit We have applied to list our Class A common stock and Warrants for trading on the Nasdaq Capital Market (“NASDAQ”) under the symbols “ELGP” and “ELGPW”, respectively. Completion of this offering is contingent on the approval of our listing application for trading of our Class A common stock and Warrants on NASDAQ. There is no established public trading market for the Pre-funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system. No assurance can be given that the trading market will develop for the Class A common stock or the Warrants.   

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and a “smaller reporting company” as defined in the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of being an emerging growth company and a smaller reporting company.”

Immediately following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock, with only Class A common stock issued and outstanding. The rights of holders of Class A common stock and Class B common stock are identical, except with respect to certain voting and conversion rights. There are no shares of Class B common stock issued and outstanding, and we do not currently intend to issue Class B common stock in the future. Holders of our Class B common stock are entitled to ten votes per share and holders of our Class A common stock are entitled to one vote per share. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and automatically converts into one share of Class A common stock if it is transferred outside of specific transfers relating to estate planning, as more specifically described in our Amended and Restated Certificate of Incorporation. See “Description of Securities—Class B Common Stock.” There are no outstanding shares of Class B common stock, and therefore the Class B common stock represents 0% of the voting power of our outstanding capital stock following this offering, assuming the exercise of any Pre-funded Warrants, and excluding the exercise of any Warrants and the underwriters’ exercise of its over-allotment option.

Immediately following this offering, our controlling stockholders Kevin Britt – our Chief Executive Officer –  and Julia Britt – our Chief Accounting Officer (together, the “Britt Family”), will continue to control a majority of the votes among all shares eligible to vote in the election of our directors. As a result, we will be a “controlled company” within the meaning of the corporate governance rules of NASDAQ. See “Management—Controlled Company Status.”

We have granted the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to an additional 187,500 shares of Class A common stock and/or Pre-funded Warrants (15% of the Units shares of Class A common stock and/or Pre-funded Warrants issued in the offering) and/or up to 187,500 additional Warrants (15% of the Warrants issued in the offering) at the public offering price, less underwriting discounts and commissions.

Investing in our Units involves risks. See “Risk Factors” beginning on page 18.

The underwriters expect to deliver the shares of Class A common stock, Pre-funded Warrants and the Warrants to purchasers on or about                  , 2024 through the book-entry facilities of The Depository Trust Company.

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

Sole Book-Running Manager

The date of this prospectus is                 , 2024.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus. We do not, and the underwriters do not, take any responsibility for, and can provide no assurances as to, the reliability of any information that others provide to you. We are offering to sell, and seeking offers to buy, Units only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Units.

ABOUT THIS PROSPECTUS

In this prospectus, unless the context otherwise requires, “Elate Group,” the “company,” the “Company,” “we,” “us” and “our” refers to Elate Group, Inc., a Delaware corporation, together with its wholly-owned subsidiary, Elate Moving, LLC. Unless otherwise indicated, the information contained in this prospectus is as of January 17, 2024, and assumes that the underwriters’ over-allotment option is not exercised.

In this prospectus, we refer to our Class A common stock, $0.0001 par value per share, and our Class B common stock, $0.0001 par value per share, as our Class A common stock and our Class B common stock, respectively, and together, as our common stock. Unless otherwise indicated, all references to our common stock refer to our common stock as in effect at the time of the completion of this offering.

This prospectus contains references to fiscal year 2022 and fiscal year 2021, which represent our fiscal years ended December 31, 2022, and December 31, 2021, respectively.

“GAAP” as used in this prospectus refers to United States generally accepted accounting principles.

PROSPECTUS SUMMARY

The following summary highlights information about our business and the offering of our Units that appears elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Units. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included elsewhere in this prospectus.

OUR COMPANY

Founded in 2013, we are a high-touch, best-in-class moving and storage company providing domestic concierge services and international relocation solutions for residential, commercial and government clients in the United States (“U.S.”) and Canada.

We are presently focused on seven metro markets along the east coast of the U.S. These metro areas are in and around Boston, MA; Greenwich, CT; Southampton, NY; Woodcliff Lake, NJ; New York, NY; Philadelphia, PA and Washington, D.C., with near-term goals to expand into additional markets in the western and southern states of the U.S. The current seven metro areas are primarily serviced from our current operation hub in Brooklyn, New York.

We currently operate in these markets with a growing fleet of trucks and an expanding professional relocation team composed of 27 full-time and 5 part-time employees. We have established and maintain our presence in these markets through local advertising and utilizing virtual office addresses for our direct mail and online advertising campaigns.

We cater to customers that demand excellence and the utmost care and professionalism. We believe we have established a sterling brand by adhering to the highest standards when delivering complete end-to-end relocation and storage services. We especially pride ourselves in making relocations and storage convenient and stress-free for clients who demand superior service.

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Our comprehensive moving services include disassembly, packing, unpacking, re-setup, and temporary storage. It can involve ceiling and wall removal and reinstallation of artwork, lighting (e.g., chandeliers and sconces) and other fixtures, and audio-visual equipment (e.g., televisions and stereo equipment). We provide custom-build crating for the relocation or storage of high-value items, such as for fine art and furniture, musical instruments (e.g., pianos) and fragile items, that ensures their safety and protection. We also provide complete gym and playground equipment disassembly and reassembly, carpentry, furniture restoration and repair, professional cleaning at both origin and destination, and donation and disposal services. We offer express delivery within guaranteed timeframes for local, nationwide or cross-border (Canada) moves, which utilize the same truck and team at both origin and destination points. We also provide concierge/on-demand short and long-term storage services.

Our specialty is residential high-end moving and storage for more affluent clientele seeking a white glove experience. We define high-end residential moves as those as involving houses or apartments valued in excess of $5 million. This has included relocations involving some of the most highly valued homes in the country owned by A-list celebrities, sports stars and government dignitaries. We have also serviced higher-end, non-residential clients, such as five-star hotels and top government agencies.

While not all of our business involves high-end engagements, our highest-end relocation occurred in September 2021 when we undertook a moving and storage project that involved the “most expensive home” in the Hamptons of Long Island, New York, valued at more than $175 million.

We believe our bespoke offerings and reputation for quality service is unparalleled in the industry and not easily replicated by our competitors. Given the numerous top ratings by many satisfied customers as posted to Yelp!, Google Reviews and Angie.com, we believe our extraordinary attention to detail, protection of personal property and commitment to customer service has generated a sterling reputation that we believe is second to none.

Our highly satisfied residential and commercial clients have provided tremendous endorsements, word-of-mouth advertising and an ongoing stream of high-value referrals. From our experience, we believe this niche of the moving and storage markets is underserved, and we are well positioned to seize market share.

Our emphasis on quality has earned us accolades and ongoing referrals from many marquee corporate and government clients, including long term contracts, such as:

·New Jersey State Office of General Services 

·New York State Office of General Services 

·Delaware State Office of General Services 

·Federal Motor Carrier Safety Administration (FMCSA) 

·Internal Revenue Service (U. S. Department of the Treasury) 

·U.S. Drug Enforcement Agency (DEA) 

·U.S. Social Security Administration 

·United Nations 

·United States Military Relocation Program (subcontractor) 

·United States General Services Administration (75+ government agencies) through its CHAMP program 

·New York State Insurance Fund 

·U. S. Department of Consumer Regulatory Affairs (DCRA) 

·Connecticut Department of Transportation 

·Massachusetts Department of Public Utilities 

·Pennsylvania Public Utilities Commission 

·New Jersey Department of Community Affairs 

·Ontario (Canada) Ministry of Transportation 

·Charles Schwab 

·Four Seasons Hotel (Downtown Manhattan) 

·The James Hotels 

·UOVO, premier provider of storage services for art and valued collections. 

·Trump International Hotels Management 

·United States Military Academy (West Point) 

·New York Department of Motor Vehicles 

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·Westy Self Storage 

·Sotheby’s International Realty 

·Keller Williams Real Estate 

Many of our commercial or government customers have used our services several times or on a regular basis, as well as provide us referrals. For example, since 2018, the New York State Office of General Services has, on average, engaged us for two to three relocations per month for their various agencies. We estimate we have generated more than $1.3 million in revenues from these relocations over this period.

Under a U.S. General Services Administration (GSA) IDIQ (indefinite delivery/indefinite quantity) contract, we have relocated offices for the Social Security Administration and DEA, with 10 office moves in total. These 10 office moves had an aggregate value of approximately $200,000.

In February 2022, we were approved by the GSA for its Centralized Household Goods Traffic Management Program (“CHAMP”). While our GSA IDIQ contract allows us to bid on the relocation of federal facilities, our approval for CHAMP permits us to bid on federal employee and military personnel relocations and storage, both domestic and international. More than 75 federal agencies use CHAMP to facilitate moves and storage of household goods for their staff. Qualification for the program requires audited financials, which we believe only a limited number of our mostly privately held competitors can easily provide. According to the GSA, its total expenditures on the CHAMP program increased from $130 million in 2020 to $139 million in 2021. During the same period, the average cost of a CHAMP relocation increased from $7,930 to $8,940. Given our comprehensive capabilities and broad multi-lingual support (English, Spanish, French, German, Italian, Russian, Ukrainian, and Japanese), we believe we are well positioned to compete with larger competitors and especially for international relocations.

In October 2023, we were approved as a subcontractor of HomeSafe Alliance LLC, General Contractor for the United States Military to move a military employees and their families. This is a Global Household Goods Contract for moving projects worldwide.

We are also an approved vendor for the United Nations and have moved more than 15 of its employees and two U.N. ambassadors over the last three years. Between 2016 and 2019, we conducted four relocations for the United States Military Academy (West Point), valued at approximately $190,000 in total.

For the hotel industry, we have been engaged by the Four Seasons, The James Hotel and Trump Hotels to provide temporary relocation and storage during renovation projects. For The James Hotel, we have done this more than 10 times between 2016-2020, representing approximately $70,000 in aggregate revenue.

We regularly receive referrals by real estate agencies, such as Sotheby’s International Realty and Keller Williams Real Estate, and also receive moving engagements from them and others for house staging. We may have as many as 10 house staging engagements per month for which we may pay the real estate agency small referral fees, such as 10% of the value of the project. Another regular source of referrals is from our storage partner, Westy Self Storage, as well as from building managers of luxury apartment buildings in cities such as New York City.

Over the years, we have grown largely by referrals from these organizations and our highly satisfied clients, conducting more than 20,000 relocations since our inception. Our growth and profitability, also reflects our success and emphasis on strong fiscal stewardship, even during challenging times such as the COVID-19 pandemic.

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OUR INDUSTRY

While there are strong synergies between the moving/relocation and storage market, these are distinct market segments that each have strong drivers for growth and opportunity.

Moving & Relocation

The U.S. moving services business is projected to reach $22.5 billion by 2026, growing at a 5% compounded annual growth rate (“CAGR”). Residential is considered the largest segment of the moving services industry at 61% of the market, with Commercial representing 16%. The rest of the market is primarily composed of the relocation of other goods requiring special handling and warehousing services.

As with most industries, the COVID-19 pandemic negatively affected the moving industry. However, as an essential service, movers were allowed to remain open in areas where lockdowns were mandated.

In 2020, we saw the impact primarily in the last nine months of the year (April through December) as the pandemic increasingly spread. Then in 2021, we experienced the full impact of COVID-19, with it lasting throughout the year, particularly as new strains such as the Delta variant emerged. This resulted in an increased number of customer cancellations in 2021 as compared to 2020, and a smaller number of cancellations in 2022 and 2023 as compared to 2021, which had a negative impact on revenue growth during 2022 and 2023. With a higher number of cancellations, as compared to 2020 and 2021 respectively, we had a greater number of instances in which cancelled customer windows were not filled by a new customer, resulting in our operations functioning at less than full capacity during certain periods.

According to annual studies released by United Van Lines, in 2020 and 2021, Americans have been on the move to lower-density areas and to be closer to their families. In 2021, 31.8% of Americans who moved did so in order to be closer to family, up from 27% in 2020, with this indicating a new trend coming out of the pandemic as priorities and lifestyle choices shift, according to the study. Additionally, 32.5% of Americans moved for a new job or job transfer in 2021, a significant decrease from 40% in 2020, and especially from the more than 60% in 2015.

We are currently focused on states which have the greatest number of migrations. The net migration outflows are notable, which includes many high-net worth individuals seeking to escape states with onerous tax burdens. These are largely the clients we serve.

The moving industry is highly fragmented, according to data firm IBISWorld, with a low level of market share concentration. The top four largest operators account for 9.8% of industry revenue.

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Three million Americans move interstate annually, according to moving intelligence platform, SHYFT, reflecting a robust market. The following statistics highlight the scale and scope of the moving segment:

·Americans move an average of 11.7 times over their lifetime. 

·9.8 percent of Americans move annually. 

·15.3 million households in America, with an average size of 2.3 family members, move annually. 

·Approximately 7,000 moving companies in the U.S. with about 50,000 moving trucks. 

·122,600 people are employed by the moving industry, with a combined payroll about $3.6 billion annually. 

·Moving companies work in 13,900 locations across the U.S. 

·There are approximately 186,722 jobs created by the moving industry. 

·Estimated total annual contribution of the moving industry to the U.S. economy is $86 billion. 

Concierge Storage

The $41.5 billion U.S. self-storage market is estimated to be growing at a 2.2% CAGR and is expected to reach $44.5 billion by 2024, according to IBISWorld. Growth drivers include job expansion, population growth, increasing migration and home downsizing by baby boomers. The SSA Self-Storage Demand Study 2020 showed 10.6% of U.S. households leased a self-storage unit in 2020, up from 6% in 1996.

There have been many startups over the last several years focused on “on-demand” or “valet” storage, with the most notable ones such as MakeSpace, Clutter and Closetbox attracting substantial private equity investment and experiencing strong growth. United Parcel Service introduced a residential ‘Storage on Demand’ service in October 2019. While these businesses target mainstream consumers, we believe they reflect a general growing demand for personalized self-storage services.

Similar to moving industry fragmentation, self-storage is not concentrated. According to the 2021 Self-Storage Almanac, roughly one-fifth of the market is controlled by the top six publicly traded self-storage companies. This leaves 80% of U.S. self-storage facilities owned and operated by independent entities. The 2022 Self-Storage Almanac and Radius+ also reported that:

·51,206 self-storage facilities in 2022 in the U.S., up from 47,000 in 2019. 

·From 2010 to 2020, average occupancy rates increased from 75.7% to 92.2%. 

In terms of self-storage, there is strong demand for traditional indoor storage, climate-controlled storage and outdoor storage for boats/cars/RVs.

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The overall global concierge services market was valued at $596 million in 2020 and is anticipated to grow at more than 5.3% through 2027, according to IMR Data. While this report is not specific to concierge moving and storage, we believe the growth in demand for concierge services reflects an increasing number of consumers who are looking to outsource routine or specialized tasks to concierge services or personal assistance services to save time and avoid inconvenience. We expect other factors such as lack of work-life balance, busy work schedules, and time constraints to boost the demand for concierge services.

Given these factors, we are interested in further growing and enhancing our concierge self-storage business through both expanding partnerships with existing self-storage providers like Westy Self Storage, as well as establishing our own storage facilities that would feature self-storage access as well as warehousing the goods of our full-service concierge/valet storage customers. Such services will cater to not only affluent clients, but to anyone looking for a more convenient self-storage solution and who sees the value in the personal time savings our concierge services can provide.

Our Competitive Strengths

We are an entrepreneurial-driven, emerging growth company, with a distinct and premier moving and storage brand for residential, corporate and government clients, particularly for the higher-end of the market.

We believe our company is differentiated in the marketplace due to several competitive advantages:

·Deep experience and unrivaled expertise in moving and storage of highly valued assets for individuals and enterprises. 

·We specialize in high-end art and antique relocation with professional staff averaging five-plus years of experience servicing this niche. 

·Fully licensed with several U.S. state governments, the U.S. Federal Motor Carrier Safety Administration, and the Ministry of Transportation of Ontario. 

·We have maintained top-score ratings by our many satisfied customer posting on Yelp! (4.5 out of 5 stars average), Google Reviews (4.9 out of 5 stars average) and Angie.com (with a 95% recommend rating). 

·As a business member of the New York Teamsters Union, we can engage high quality manpower with minimal notice, enabling us to execute guaranteed moves of high complexity, size and value in a highly active market. 

·We have developed a specialized packing and moving system that provides custom crating for high-end artwork, furniture, chandeliers and other precious items. This can include certified materials required for international shipments, such as to Japan. Our competitors typically do not provide custom crating, but instead use only simple cardboard boxes or moving blankets. 

·We believe we offer a unique and extensive level of multi-lingual support (English, Spanish, French, German, Italian, Russian, Ukrainian, and Japanese), which is especially advantageous for international relocations. 

In addition to these distinctions, we offer clients an end-to-end moving and storage solution, which promises the same moving team at each location.

Based upon our published services and those of our competitors, we believe our delivery times nationwide are unmatched.

·We believe that we are the only moving company on the East Coast that can guarantee next day delivery from NYC, CT or NJ to Toronto, Ottawa or Montreal. 

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·We guarantee delivery from NY, CT, NJ to CA, WA and Vancouver in four/five days; Texas in three days; Florida in two days; Colorado in three/four days; and Illinois in two days. 

We pride ourselves in providing what we believe to be best-in-class moving and storage services for the most demanding clients.

Our Growth Strategies

Our goals are to grow profitably, drive strong and consistent return on capital and increase stakeholder value. With Americans continuing to move out of high-tax, high-crime cities to more favorable locations, we see significant opportunity to grow our business and expand our market share. We believe our competitive strengths position us to pursue our goals through the following strategies:

Geographic Expansion of Relocation Services

We plan to expand our geographic footprint to include possible operational hubs in other major metropolitan areas in North America with the demographics that we believe would support our business model, including, but not limited to, Phoenix, Arizona; Los Angeles, California; and Austin, Texas.  The demographics we see may also include areas in Canada, such as in the Toronto region.

To support this expansion, over the next year, we plan to increase our current 13-truck fleet by another 13-15 trucks. We may make greater increases to the number of trucks in our fleet as the market demands and can support, and according to the pace we find and train our moving teams. We intend to also continue to rent additional trucks during peak moving periods as well as for long-distance, one-way moves.

We also plan to increase the number of international moves beyond just Canada by adding additional customer marketing and support for this to our website. This may include acting as a broker for other moving companies under our brand in geographic areas where we do not yet have operational hubs or trucks available for a prospective customer.

Concierge Self-Storage

We see self-storage services, and particularly concierge self-storage, being a strong growth driver for our business over time. We currently partner with Westy Self Storage (“Westy”), a Northeast-based operator, to provide storage and self-storage to our clients. Depending on the geographic location of the storage customer, we may also use other self-storage providers. For temporary storage (those storage needs lasting less than one month), we may use our 5,000-sf. warehouse located in Brooklyn, New York.

For the convenience of select clients, we may rent third-party storage on their behalf and rebill them accordingly or charge them for storage at our warehouse. By way of example only, if we rent a 100-sf. storage space from Westy, the current costs to us would be approximately $350 per month and we would anticipate charging our concierge storage customer $395 per month. Our gross margins in this space approximate 15% depending on rentable unit sf. We provide the delivery to and from storage as requested by the customer. Our concierge self-storage business generated revenue of approximately $311,000, or 6.5% of our revenue in 2022, and approximately $300,000, or 6.8% of our revenue in 2023, and we have approximately 10-20 customers in any given month on this program.

Our concierge storage service may also include same-day or next day pickup of items at the customer’s location or retrieval from storage of their items for which we charge additional fees.

For markets not served by Westy, we use alternative self-storage providers, and may similarly do so as we enter new markets not served by Westy. Over time we intend to explore the option of establishing our own storage facilities and related concierge services for our customers. As a result of preliminary exploration of the space, we expect that to represent a strong area for growth as it develops.

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Given our current business and referral relationship with Westy, we are not planning to compete with Westy in overlapping markets. We have historically received about three to four customer referrals per each referral we have provided to Westy. Since inception we estimate we have provided Westy more than 500 self-storage referrals.

Over the next few years, we plan to establish two to three self-storage facilities composed of 1,000-1,500 units each. We may purchase an existing building and convert it to public storage if zoning allows it or build a new facility. We anticipate financing the purchases through standard commercial mortgage financing, which may include utilizing certain firms the Company has identified that specialize in self-storage facility financing. We anticipate construction or renovation would begin at our first site in 2024, with an opening planned for 2024 or early 2024.

We see our storage properties being state-of-the-art, offering climate-controlled and high-security units to avoid damage to luxury or precious items, such as fine art, statues, chandeliers, furniture, valuable records and similar high-value items. Clients would have 24/7 access with monitored security.

Concierge self-storage offerings would also include drop-off and pick-up services. We are planning to implement Radio Frequency Identification (RFID) tagging to insure appropriate tracking and inventory control.

For new or renovated construction, we anticipate a typical facility would have 70,000 to 100,000-sf. in total space and three floors. Usable sf. would be approximately 70% of the total sf. For new construction, we estimate the land cost at approximately $5 million, with hard and soft construction costs at about $65-$75 per sf. or approximately $15 million. We anticipate being able to rent storage to our customers at $4 per sf. on average which would be in line with what other premium self-storage providers would charge, although this may vary per market.

Assuming we establish 200,000-sf. of total storage space with two buildings, or 140,000-sf. of usable space, with occupancy of 80-90%, this could generate approximately $6.1 million in additional revenue annually. Since they would be our own facilities, we anticipate the gross margins would be higher than our current concierge self-storage services gross margins and in line with our concierge relocation services at more than 60%, on average.

As an additional revenue stream, we may also offer small moving truck rentals at our facilities for customers who would prefer to move their items themselves or with the assistance of a Company moving crew. We estimate this could generate an additional $2 million to $3 million in annual revenue over time, based on 500 to 600 truck rentals per year.

Advertising

In addition to referrals, a key source for customer acquisition has been online digital advertising, such as the use of Google AdWords, as well as social media tools, and direct mail. We plan to increase our budget for advertising over the next year. Given historical results, we anticipate that an increase of $750,000 to $1 million in advertising expenditures would result in a 50 to 70 percent increase in moving revenue from the current levels. We would anticipate similar results for our concierge storage business as it develops.

Strategic Acquisitions

We plan to drive organic growth by leveraging our existing customer relationships and the strong referrals they can provide, as well as through our advertising efforts. However, our moving and storage industry is largely fragmented, creating abundant opportunities for growth and regional expansion through strategic acquisitions.

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According to BKD Capital Advisors (Forvis), the transportation and logistics industry recorded 122 M&A transactions in 2022 and 128 M&A transactions in 2021, up from 86 in 2019. This marked the fourth consecutive year of increased M&A volume. The 2020 activity level is especially notable, given the economic uncertainty created by the COVID-19 pandemic.

The self-storage industry executed a record-breaking $7.7 billion in self-storage deals, according to the commercial real estate research and analysis company, Real Capital Analytics. The dollar total was one-third higher than the sector witnessed in 2019, the report says. A further research study by Real Capital Analytics indicates the self-storage sector has seen exponential growth in the past two years due to COVID-19 increasing migration rates nationwide and displacing office workers as remote work ramped up. In 2021, self-storage saw sales volume rising 180% from the year prior, reaching $23.6 billion.  Also, the average self-storage occupancy rate is about 92% for 2022 and is expected to hold throughout 2023 according to Matthews Real Estate Investment Services for the self-storage sector.

There is to the best of our knowledge, no publicly traded company of our size in our industry with moving and storage as its focus, and especially offering the concierge-level services we provide. We believe our status as a publicly traded, “pure-play” company would provide us certain advantages as we pursue a strategic acquisition program. We are also considering acquisitions as a way to overcome any future labor shortages and accelerate our growth more rapidly.

Commercial & Government

Given our growing record of large moves for commercial and government customers, we plan to grow this segment of our business by hiring sales staff who would be dedicated to developing and servicing it. We are fully licensed with several state governments in the U.S. as well as with the Ministry of Transportation of Ontario, Canada. Our membership in the New York Teamsters Union also provides us with certain advantages as we pursue commercial and government projects in the state of New York.

Technology

We believe the implementation of technology will help us take better advantage of our customer relationships and scale our business. We are in the process of implementing a new state-of-the-art customer relationship management software system (CRM) with engagement analytics.

We are also planning to develop a native artificial intelligence (“AI”) powered moving and storage mobile app that will provide an interactive system that would be designed to help customers and the Company more easily and efficiently evaluate potential relocation and storage engagements. The app would also be used by our customers to manage their self-storage items, and schedule pick up and deliveries from storage.

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Risk Factors

Investing in our Class A common stock involves a high degree of risk. Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth in the section titled “Risk Factors.” If any of these risks actually occur, our business, financial condition and results of operations may be materially adversely affected. In such a case, the trading price of our Class A common stock may decline, and you may lose part or all of your investment. Below is a summary of the primary risks to our business:

Corporate Information

Our principal executive offices are located at 305 Broadway, Floor 7, New York, NY 10007, and our telephone number is (212) 920-4450. We also maintain a website at https://elatemoving.com. The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus.

Implications of being an emerging growth company and a smaller reporting company.

As a company with less than $1.235 billion in total annual gross revenues during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:

•reduced disclosure about our executive compensation arrangements; 

•no non-binding stockholder advisory votes on executive compensation; 

•exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting; and 

•reduced disclosure of financial information in this prospectus, including only two years of audited financial information and two years of selected financial information. 

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We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of this offering, (b) in which we have total annual gross revenues of at least $1.07 billion or (c) in which we are deemed to be a “large accelerated filer,” under the rules of the U.S. Securities and Exchange Commission (the “SEC”), which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

For so long as we remain an emerging growth company, we are permitted to rely on certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved and an exemption from compliance with the requirements regarding the communication of critical audit matters in the auditor’s report on financial statements. In particular, in this prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. As permitted, we have elected to use the extended transition period for complying with new or revised accounting standards, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to those of companies that comply with public company effective dates.

We are also a “smaller reporting company,” meaning that the market value of our shares held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this offering is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company after this offering if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

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THE OFFERING

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Except where expressly indicated otherwise, references to the total number of shares of our Class A common stock and Class B common stock outstanding after this offering is based on 3,750,000 shares of our Class A common stock and 0 shares of our Class B common stock outstanding as of January 17, 2024, and excludes the following shares:

Unless we indicate otherwise or the context otherwise requires, this prospectus reflects and assumes:

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SUMMARY HISTORICAL FINANCIAL AND OTHER DATA

The following tables set forth our summary historical financial and other data as of and for the periods indicated. We have derived the summary historical financial data for the three and nine months ended September 30, 2023 and 2022, and for the years ended December 31, 2022 and 2021, from the audited financial statements included elsewhere in this prospectus.

The summary historical financial and other data set forth below should be read in conjunction with the information included under the headings “Use of Proceeds,” “Capitalization,” “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited and unaudited financial statements and related notes included elsewhere in this prospectus.

Statement of Operations

Balance Sheet Data

(1)As adjusted amounts give effect to the sale of 1,250,000 Units in this offering at the initial public offering price of $4.13 per Common Unit, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the initial public offering price of $4.13 per Common Unit, would increase (decrease) the as adjusted amount of each of cash, working capital, total assets and total stockholders’ equity by approximately $1.15 million, assuming that the number of Units offered by us, as set forth on the cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 500,000 Units offered by us would increase (decrease) the net proceeds to us from this offering by approximately $1.84 million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. 

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RISK FACTORS

Investing in our Units and the underlying securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our financial statements and related notes included elsewhere in this prospectus, before deciding whether to purchase our Units and the underlying securities. If any of the following risks are realized, our business, operating results, financial condition and prospects could be materially and adversely affected. In that event, the price of our Class A common stock and Warrants could decline, and you could lose part or all of your investment.

Risks Relating to Our Business and Industry

The moving and transportation industry is affected by economic and business risks that are largely beyond our control.

The commercial and residential moving and storage facility industry is highly cyclical, and our business is dependent on a number of factors that may have a negative impact on our operating results, many of which are beyond our control, including but not limited to general economic uncertainty, volatility in the housing markets and commercial real estate, fluctuation in fuel prices and uncertainty surrounding regulations targeting transportation and fossil fuels impact on the supply chain.

We believe that some of the most significant factors beyond our control that may negatively impact our operating results are economic changes that affect supply and demand in commercial and residential markets and the global supply chain, such as:

The risks associated with these factors are heightened when the U.S. economy is weakened. Some of the principal risks during such times are as follows:

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In addition, there are other risk factors that may be beyond our control which may negatively impact us, such as the following:

Economic conditions that decrease moving demand or increase the supply of capacity in the commercial and residential moving industry can exert downward pressure on rates and equipment utilization, thereby decreasing asset productivity. Reduced moving demand may also reduce the demand for short-term and long-term offsite storage facilities.  A prolonged recession or general economic instability could result in declines in our results of operations, which declines may be material.

We also are subject to cost increases outside our control that could materially reduce our profitability if we are unable to increase our rates sufficiently. Such cost increases include, but are not limited to, fuel and energy prices, driver wages, taxes and interest rates, tolls, license and registration fees, permits, building materials, construction costs, insurance premiums, regulations, revenue, equipment and related maintenance costs and healthcare and other benefits for our employees. We cannot predict whether, or in what form, any such cost increase or event could occur. Any such cost increase or event could adversely affect our profitability.

In addition, events outside our control, such as strikes or other work stoppages at our facilities or at customer locations, weather, pandemics and epidemics, actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against a foreign state or group located in a foreign state or heightened security requirements could lead to reduced economic demand, reduced availability of credit or temporary closing of U.S. borders to essential workers and industries, which could impact our ability to do business to and from Canada. Such events or enhanced security measures in connection with such events could impair our operations and result in higher operating costs.

The commercial and residential moving industry is highly competitive and fragmented, which subjects us to competitive pressures pertaining to pricing, capacity and service.

Our operating segments compete with many commercial and residential moving companies. The North American commercial and residential moving market is highly competitive and fragmented.  Some of our competitors may have greater access to equipment, a larger fleet, a wider range of services, preferential dedicated customer contracts, greater capital resources or other competitive advantages. Numerous competitive factors could impair our ability to maintain or improve our profitability. These factors include the following:

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The commercial and residential storage industry is highly competitive and fragmented, which subjects us to competitive pressures pertaining to pricing, capacity and service.

Our projected operating segment in the residential and commercial storage space competes with many commercial and residential storage companies. The North American commercial and residential storage market is highly competitive and fragmented.  Many of our competitors have greater access to equipment, a significant number of locations and franchises, a wider range of services, preferential dedicated customer contracts, greater capital resources or other competitive advantages. Numerous competitive factors could impair our ability to maintain or improve our profitability. These factors include the following:

We may not be able to effectively manage and implement our organic growth strategies.

While we currently believe we can grow our profits and cash flows organically through further penetration of existing customers and by expanding our customer base, as well as by further expanding into the commercial and residential storage industry, we may not be able to effectively and successfully implement such strategies and realize our stated goals. Our goals may be negatively affected by a failure to further penetrate our existing customer base, cross-sell our service offerings, pursue new customer opportunities, pursue new business opportunities and segments, manage the operations and expenses of new or growing service offerings or otherwise achieve growth of our service offerings. Successful execution of our business strategies may not result in us achieving our current business goals.

Our business depends on our strong reputation and the value of the Elate brand.

We believe that the “Elate” brand name symbolizes high-quality service, reliability and efficiency, and is one of our most important and valuable assets. The Elate brand name and our corporate reputation are significant sales and marketing tools, and we devote substantial resources to promoting and protecting them. Adverse publicity (whether or not justified) relating to activities by our employees, contractors or agents, such as accidents, customer service mishaps or noncompliance with laws, could tarnish our reputation and reduce the value of our brand. With the increased use of social media outlets such as YouTube, Facebook, Twitter, Instagram and TikTok, adverse publicity can be disseminated quickly and broadly, making it increasingly difficult for us to effectively respond. Damage to our reputation and loss of brand equity could reduce demand for our services and thus have an adverse effect on our financial condition, liquidity and results of operations, as well as require additional resources to rebuild our reputation and restore the value of our brand.

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Our profitability may be materially adversely impacted if our capital investments do not match customer demand for invested resources or if there is a decline in the availability of funding sources for these investments.

Our current and planned operations require significant investments. The amount and timing of capital investments depend on various factors, including anticipated volume levels and the price and availability of assets. If anticipated demand differs materially from actual usage, our capital-intensive moving and storage facility segments may have too much or too little capacity. Moreover, resource requirements across our fine art, commercial and residential moving segments and our storage facility segment varies with customer demand, which may be subject to seasonal or general economic conditions. Our ability to adapt to changes in fine art, commercial and residential moving requirements is important to efficiently deploy resources and make capital investments in trucks, trailers, and packing materials. Similarly, our ability to adapt to increased demand and capacity requirements in the commercial and residential storage facility segment is important to efficiently deploy capital resources into land acquisition and construction costs. Although our business volume is not highly concentrated, our customers’ financial failures or loss of customer business may also affect us.

We may not be able to successfully implement our company strategy of diversifying our revenue base and expanding our capabilities by entering into the storage facility space.

Our company growth strategy entails selectively diversifying our revenue base, by entering the storage facility market and growing our market share in storage services. This strategy involves certain risks, and we may not overcome these risks, in which case our business, financial position and operating results could be materially and adversely affected. We expect to continue to pursue our company growth strategy of increasing and diversifying our moving segment customer base and by entering into the storage facility space, and this exposes us to certain risks, including:

Fluctuations in the price or availability of fuel could materially and adversely affect our margins.

Fuel represents a significant expense for us. Diesel and gas fuel (“fuel”) prices fluctuate greatly due to factors beyond our control, including but not limited to political events, OPEC production announcements, terrorist activities, pandemics, armed conflicts, depreciation of the dollar against other currencies and weather, such as hurricanes, and other natural or man-made disasters, each of which may lead to an increase in the cost of fuel. Fuel prices may also be affected by the rising demand in developing countries, and could be adversely impacted by diminished drilling activity, by the use of crude oil and oil reserves for other purposes, and legislative pushes to disincentive fuel usage and incentivize electric and hydrogen fuel supply. Such events may lead not only to increases in fuel prices and taxes, but also to fuel shortages and disruptions in the fuel supply chain. Because our operations are dependent upon fuel, significant fuel cost increases, shortages or supply disruptions could materially and adversely affect our operating results and financial condition.

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Increases in fuel costs, to the extent not offset by rate per mile increases built into our quotes, may have an adverse effect on our operations and profitability. While a portion of our fuel costs are covered by pass-through provisions in customer contracts, we also incur fuel costs that cannot be recovered. Because our moving quotes precede changes in fuel prices, our customer quotes and charges may not capture the increased costs we pay for fuel, especially when prices are rising.

Difficulties attracting and retaining qualified drivers could materially adversely affect our profitability and ability to maintain or grow our fleet.

Like many fine art, commercial and residential moving companies, from time to time we may experience difficulty in attracting and retaining sufficient numbers of qualified drivers, and driver shortages may recur in the future. Our challenge with attracting and retaining qualified drivers stems from intense market competition and our driver quality standards, which subjects us to increased payments for driver compensation. Our art moving services require special training to handle unique moving and packing requirements. We use physical function tests and drug testing to screen and test all driver applicants, which we believe is a rigorous standard relative to others in our industry and could decrease the pool of qualified applicants available to us. Failure to recruit high-quality, safe drivers who meet our testing standards could diminish the safety of our fleet and could have a materially adverse effect on our customer relationships, our insurance premiums, and our business.

Our company drivers are generally compensated on an hourly basis, and the rate per-hour generally increases with the drivers’ length of service and experience. The compensation we offer our drivers is also subject to market conditions and labor supply. We may in future periods increase company driver compensation, which will be more likely to the extent that economic conditions improve, and industry regulation exacerbates driver shortages forcing driver compensation higher. Our steady capacity requires us to continually recruit company drivers in order to operate our revenue-producing fleet equipment. If we are unable to continue to attract and retain a sufficient number of high-quality company drivers, we could be required to adjust our compensation packages, or operate with fewer trucks and face difficulty meeting customer demands, all of which could adversely affect our profitability and ability to maintain our size or grow.

Difficulties finding and attracting temporary workers during periods of increased moving demand could materially adversely affect our profitability and consumer brand.

The moving services industry has experienced consistent growth and demand over the past few years, despite economic downturns and global and local restrictions on travel. Increased demand could require us to either hire more employees or temporary workers to cover short-term upsurges. There is no guarantee that we will be able to find employees or temporary workers to meet all future demand, or in the event we do, that we will be able to offer such individuals packages superior to our competitors. If we are unable to grow or retain our workforce to contend with consumer demand, we may lose out on opportunities in the near- and long-term. Failure to supply services to some customers due to over-capacity could cause those costumers, and their social circles, to develop a negative impression of our services and brand, which could adversely affect our profitability.

Difficulty in obtaining material, equipment, goods and services from our vendors and suppliers could adversely affect our business.

We are, and will be, dependent upon our suppliers for certain products and materials, including our trucks, packing supplies, and to the extent we enter into the storage facility segment, construction materials and storage unit containers. We rely on suppliers of our trucks and truck components to maintain the age of our fleet. We believe that we have positive relationships with our vendors and suppliers and are generally able to obtain favorable pricing and other terms from such parties. If we fail to maintain these relationships with our vendors and suppliers, or if our vendors and suppliers are unable to provide the products and materials we need or undergo financial hardship, we could experience difficulty in obtaining needed goods and services because of production interruptions, limited material availability or other reasons. Subsequently, our business and operations could be adversely affected.

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If we are unable to recruit, develop and retain our key employees, our business, financial condition and operating results could be adversely affected.

We are highly dependent upon the services of certain key employees, including our team of executive officers and directors. We have employment agreements with our senior executive officers, and the loss of any of their services could negatively impact our operations and future profitability. Inadequate succession planning or unexpected departure of key executive officers or employees could cause substantial disruption to our business operations, deplete our institutional knowledge base and erode our competitive advantage. Additionally, we must continue to recruit, develop and retain skilled and experienced drivers if we are to realize our goal of expanding our operations and continuing our growth, both nationally and internationally. As we enter into the storage facility segment, failure to recruit, develop and retain a core group of storage facility managers could have a materially adverse effect on our business.

Efforts by labor unions could divert management’s attention and could have a materially adverse effect on our operating results.

We face the risk that Congress or one or more states will approve legislation significantly affecting our business and our relationship with our employees, such as the previously proposed federal legislation referred to as the Employee Free Choice Act, which would substantially liberalize the procedures for union organization. We also face the risk that our employees, including drivers, may attempt to organize. Currently, two of our company drivers are members of an organized labor union in New York City for commercial movers that allows access and entry to certain buildings, which benefits us.  However, any attempt to organize by more of our employees under a union could result in increased legal and other associated costs. In addition, if we were to enter into a collective bargaining agreement, the terms could negatively affect our costs, efficiency and ability to generate acceptable returns on the affected operations. Moreover, any labor disputes or work stoppages could disrupt our operations and reduce our revenues.

Insurance and claims expenses could significantly reduce our earnings.

As we expand our services in fine art moving and enter into the storage facility segment, our future insurance and claims expense might exceed historical levels, which could reduce our earnings. Estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult. This, along with legal expenses, incurred but not reported claims and other uncertainties can cause unfavorable differences between actual claim costs and our reserve estimates.

We maintain insurance with licensed insurance carriers above the amounts which we retain. Although we believe our aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that the amount of one or more claims could exceed our aggregate coverage limits. If any claim were to exceed our coverage, we would bear the excess. Insurance carriers have raised premiums for many businesses, including transportation and storage companies. As a result, our insurance and claims expense could increase when our policies are renewed or replaced. Our operating results and financial condition could be materially and adversely affected if (i) cost per claim, premiums, or the number of claims significantly exceeds our estimates, (ii) we experience a claim in excess of our coverage limits, (iii) our insurance carriers fail to pay on our insurance claims or (iv) we experience a claim for which coverage is not provided.

We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future regulations could have a materially adverse effect on our business.

We operate in the U.S. pursuant to operating authority granted by the DOT. Our company drivers must comply with the safety and fitness regulations of the DOT, implemented through the Federal Motor Carrier Safety Administration (FMCSA), including those relating to CSA safety performance and measurements, drug and alcohol testing and Hours of Service (HOS). Weight and equipment dimensions also are subject to government regulations. We are also subject to regulation at the state level. We also may become subject to new or more restrictive regulations relating to exhaust emissions, drivers’ Hours of Service (HOS), ergonomics, collective bargaining, security at ports and other matters affecting safety or operating methods. Future CSA rulemaking could adversely affect us, including our ability to maintain or grow our fleet as well as our customer relationships.

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In addition to the U.S., we also have the authority to operate in Canadian provinces. We must comply with enacted governmental regulations regarding safety, equipment, environmental protection and operating methods. Examples include regulation of equipment weight, equipment dimensions, fuel emissions, driver Hours of Service (HOS), driver eligibility requirements, on-board reporting of operations and ergonomics. We may also become subject to new or more restrictive regulations related to safety or operating methods, which could adversely affect our fleet and operations in those jurisdictions.

Our cross-border operations in Canada make us vulnerable to risks associated with doing business in foreign countries.

As a result of our operations in Canada, we are subject to certain risks inherent in doing business abroad, including:

We have significant ongoing and projected capital requirements that could affect our profitability if we are unable to generate sufficient cash from operations or obtain financing on favorable terms.

If we were unable to generate sufficient cash from operations, we would need to seek alternative sources of capital, including financing, to meet our capital requirements. Our near-term growth projections include the entry into the commercial and residential storage facility segment, which will require significant initial capital requirements for land acquisitions and/or building materials. In the event that we are unable to generate sufficient cash from operations or obtain financing on favorable terms in the future, we may have to limit our fleet size, delay our entry, or diminish the size or our entry, into the storage facility segment, enter into less favorable financing arrangements or operate our revenue equipment for longer periods, any of which could have a materially adverse effect on our profitability.

The seasonal pattern generally experienced in the moving industry may affect our periodic results during traditionally slower moving periods and winter months.

In the moving industry, revenue generally follows a seasonal pattern which may affect our operating results. We typically experience a seasonal surge in demand, relocation services, and art shipping during the second and third quarters of our fiscal year as a result of increased customer migration. After November our moving volume is typically slightly lower. Revenue can also be affected by adverse weather conditions, holidays and the number of business days during a given period because revenue is directly related to the available working days of movers and desired moving days of our customers. From time to time, we may also suffer short-term impacts from severe weather and similar events, such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes, and explosions that could harm our results of operations or make our results of operations more volatile.

Historically we have made no acquisitions and we may not make acquisitions in the future, or if we do, we may not be successful in integrating the acquired company, either of which could have a materially adverse effect on our business.

We have not completed any acquisitions. We may not be successful in identifying, negotiating or consummating any future acquisitions and we may not successfully integrate future businesses or achieve the synergies and operating results anticipated in connection with any future acquisitions. The continuing trend toward consolidation in the moving and storage industries may result in the acquisitions of smaller providers by large national providers that gain market share and other competitive advantages through such acquisitions. If we fail to make or successfully execute future acquisitions, our growth rate could be materially and adversely affected.

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In addition, any acquisitions we undertake could involve numerous risks that could have a materially adverse effect on our business and operating results, including:

We may need to obtain additional financing which may not be available or, if it is available, may result in a reduction in the percentage ownership of our then-existing stockholders.

We may need to raise additional funds in order to:

Additional financing may not be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, our ability to fund our expansion strategy, take advantage of unanticipated opportunities, develop or enhance technology or services or otherwise respond to competitive pressures could be significantly limited. If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our then-existing stockholders may be reduced, and holders of these securities may have rights, preferences or privileges senior to those of our then-existing stockholders.

Our future indebtedness could limit our flexibility in operating our business or adversely affect our business and our liquidity position.

As of January 17, 2024, we had $181,659 in aggregate principal amount of indebtedness for borrowed money outstanding, consisting of $90,000 outstanding under our Economic Injury Disaster Loan (the “EIDL Loan”) from the Small Business Administration and $91,659 outstanding under the BOA truck loan. All $43,610 of borrowings under our Paycheck Protection Program Loan (the “PPP Loan”) from the Small Business Administration has been forgiven in full.

Our indebtedness may increase from time to time in the future for various reasons, including fluctuations in operating results, capital expenditures and potential acquisitions.

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Any indebtedness we incur, and restrictive covenants contained in the agreements related thereto, could:

The occurrence of any one of these events could have a material adverse effect on our business, financial condition and operating results or cause a significant decrease in our liquidity and impair our ability to pay amounts due on our indebtedness. Significant repayment penalties may limit our flexibility.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business.

Following the completion of this offering, we will be required to comply with various regulatory and reporting requirements, including those required by the Securities and Exchange Commission (“SEC”). Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to us and could have a negative effect on our business, financial condition and operating results.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, which we refer to herein as the Exchange Act, and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we may need to commit significant resources, hire additional staff and provide additional management oversight.

We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth will also require us to commit additional management, operational and financial resources to identify new professionals to join the company and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and operating results.

We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

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Risks Relating to This Offering and Ownership of Our Securities

The dual class structure of our common stock has the effect of concentrating voting control with the holders of Class B common stock, which, when outstanding, may limit the ability of holders of Class A common stock to influence corporate matters. The interests of future holders of Class B common stock may conflict with yours in the future.

Immediately following this offering, we will have two classes of authorized common stock with only Class A common stock outstanding:

All holders of Class A common stock and all holders of Class B common stock vote together as a single group on all matters submitted to a vote or consent of our stockholders, except for the election of Class B Directors, or as otherwise prescribed by law. See “Description of Securities”. Our Amended and Restated Certificate of Incorporation provides that certain matters require the approval of the Class B Directors. Upon the consummation of this offering, assuming that the underwriters do not exercise the over-allotment option, the Britt Family will beneficially own 75.00% of our outstanding Class A common stock. The Class A common stock held by the Britt Family will represent approximately 75.00% of the total voting power of all of our outstanding common stock, including the Class A common stock underlying any Pre-funded Warrants. The Britt Family has orally agreed, among other things, to publicly file notices that they are acting as a “group” for Exchange Act and NASDAQ purposes As a controlled-company no nominating committee or nominations process with independent directors is required, and as such, the Britt Family will have the power to nominate and elect a majority of the Board of Directors.  See “Description of Securities.”

Our Amended and Restated Certificate of Incorporation provides that each share of Class B common stock may be converted, at any time, into one share of Class A common stock, at the option of the holder of Class B common stock, which, if issued in the future, could result in dilution to holders of Class A common stock.

As a result of these arrangements, the Britt Family’s control of us allows them to control the outcome of corporate actions that require or may be accomplished by stockholder approval, including the election and removal of directors and transactions resulting in a change in control of the Company. For so long as the Britt Family maintains control of us, our stockholders, other than those members of the Britt Family, may be unable to affect the outcome of proposed corporate actions supported by the Britt Family, including a change in control of the Company.

The interests of the Britt Family may not be the same as ours or those of our other stockholders. For example, the Britt Family may have an interest in pursuing transactions that could enhance their investment even though such transactions might involve risks to the Company and to you. The Britt Family may also have an interest in delaying, deterring or preventing a change in control or business combination that might otherwise be beneficial to the Company and to you.

Our directors, executive officers and principal stockholders will continue to have substantial control over our company after this offering, which could limit your ability to influence the outcome of key transactions, including a change of control.

Upon completion of the this offering, our executive officers, directors and their affiliates will own approximately 3,750,000 shares of our Class A common stock, or approximately 75% of the 5,000,000 outstanding shares of our Class A common stock, based on the number of shares outstanding as of the date of this prospectus, assuming the sale of 1,250,000 Units in this offering at an assumed public offering price of $4.13 per Unit (and assuming no exercise of the underwriters’ over-allotment option). As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their Class A common stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.

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We will be a “controlled company” within the meaning of the rules of the NASDAQ and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements relating to our corporate governance committee. You will not have the same protections afforded to stockholders of other companies that are subject to such requirements.

Upon the completion of this offering, the Britt Family will have more than 50% of the voting power for the election of directors and will publicly file notices pursuant to the Exchange Act that the members of the Britt Family are acting as a group. As a result, we will qualify as a “controlled company” under the corporate governance rules for NASDAQ-listed companies. As a controlled company, certain exemptions under the NASDAQ listing standards will exempt us from the obligation to comply with certain NASDAQ corporate governance requirements, including the requirements to have a compensation committee that is composed entirely of independent directors or that we have a majority independent board.

We have elected to take advantage of this “controlled company” exemption, and the holders of our Class A common stock therefore may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for NASDAQ-listed companies. Our status as a controlled company could therefore make our Class A common stock less and/or Warrants attractive to some investors or otherwise harm our stock price.

In addition, in 2012, the SEC passed final rules implementing provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 pertaining to compensation committee independence. The SEC’s rules direct each of the national securities exchanges (including NASDAQ, on which we intend to list our Class A common stock and Warrants) to develop listing standards requiring, among other things, that compensation committees be composed of fully independent directors, as determined pursuant to new independence requirements.

As a “controlled company,” we will not be subject to this compensation committee independence requirement under Dodd-Frank.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.

As a public company, we will incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the SEC and the NASDAQ. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly although we are currently unable to estimate these costs with any degree of certainty. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock and/or Warrants, fines, sanctions and other regulatory action and potentially civil litigation.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business, reputation and stock price.

We are not currently required to comply with SEC rules that implement Section 404 of the Sarbanes-Oxley Act, or Section 404, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our financial statements and harm our operating results. As a public company, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering.

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When evaluating our internal controls over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404.  In addition, if we fail to achieve and maintain the adequacy of our internal controls, 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 controls over financial reporting in accordance with Section 404.  We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, we may be subject to sanctions or investigation by regulatory authorities, such as the SEC.  If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our Class A common stock and Warrants.

There may not be an active, liquid trading market for our shares of Class A common stock, which may cause our Class A common stock to trade at a discount from the initial offering price and make it difficult to sell the Class A common stock that you purchase.

Prior to this offering, there has been no public market for shares of our Class A common stock. We cannot predict the extent to which investor interest in the Company will lead to the development of a trading market on NASDAQ or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any shares of our Class A common stock that you purchase. The initial public offering price of our Common Units is, or will be, determined by negotiation between us and the underwriters and may not be indicative of prices that will prevail following the completion of this offering. The market price of our Class A common stock included as part of the Units offered hereby may decline below the initial public offering price, and you may not be able to resell your Class A common stock at or above the initial public offering price, or at all.

We are not selling shares of our Class B common stock in this offering, and accordingly there will be no public market for shares of our Class B common stock.

We expect that our Class A common stock price will fluctuate significantly, and you may not be able to resell your shares of Class A common stock at or above the initial public offering price.

The trading price of our Class A common stock is likely to be volatile and subject to wide price fluctuations in response to various factors, including:

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These and other factors may cause the market price and demand for our Class A common stock to fluctuate substantially, which may limit or prevent investors from readily selling their Class A common stock and may otherwise negatively affect the liquidity of our Class A common stock. In the past few years, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

Certain recent initial public offerings of companies with relatively small public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. Our Class A common stock may potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the value of our Class A common stock. 

In addition to the risks addressed above under “We expect that our Class A common stock price will fluctuate significantly, and you may not be able to resell your Class A common stock at or above the initial public offering price,” our Class A common stock may be subject to rapid and substantial price volatility. Recently, companies with comparably small public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few stockholders have on the price of our stock, which may cause our stock price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Our Class A common stock may experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A common stock. In addition, investors in shares of our Class A common stock may experience losses, which may be material, if the price of our Class A common stock declines after this offering or if such investors purchase our Class A common stock prior to any price decline.

Prior to the completion of this offering, there will have been no public trading market for our Warrants. An active public trading market for the Warrants may not develop, which may affect the market price and liquidity of the Warrants.

The offering under this prospectus is an initial public offering of our Warrants. Prior to the closing of the offering, there will have been no public market for our Warrants. An active public trading market for our Warrants may not develop after the completion of the offering. If an active trading market for our Warrants does not develop after this offering, the market price and liquidity of our Warrants may be materially and adversely affected.

The Warrants are speculative in nature.

The Warrants will be exercisable for five years from the date of initial issuance at an initial exercise price equal to 100% of the public offering price per Common Unit set forth on the cover page of this prospectus. There can be no assurance that the market price of the Class A common stock will ever equal or exceed the exercise price of the Warrants. In the event that our Class A common stock price does not exceed the exercise price of the Warrants during the period when the Warrants are exercisable, a holder of Warrants may be unable to profit from exercising such Warrants before they expire.

The Warrants will be subject to a call feature by the Company.

The Warrants will be subject to call feature at the option of the Company, (i) during the 60-day period following the issuance date, at the price of $0.001 per warrant share, provided our Class A common stock’s volume weighted average price over 20 consecutive trading days prior to the call notice is at least $10.33 (250% of the initial exercise price of the Warrants), and (ii) (i) for all other periods for which the Warrants are exercisable, at the price of $0.001 per warrant share, provided our Class A common stock’s volume weighted average price over 20 consecutive trading days prior to the call notice is at least $8.26 (200% of the initial exercise price of the Warrants) for all  and subject to certain other conditions set forth in the Warrants and as further described in “Description of Securities – Warrants and Pre-funded Warrants to be Issued in This Offering”. Such a call feature may reduce the value of the Warrants because it may result in holders no longer having an opportunity to benefit from further increases in the price of our Class A common stock.

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The Warrants and Pre-funded Warrants will designate the state and federal courts sitting in the City of New York, Borough of Manhattan as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of such Pre-funded Warrants, which could limit the ability of such holders to obtain a favorable judicial forum for disputes with our company.

The Pre-funded Warrants will provide that each party to such warrants agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by such warrants (whether brought against a party thereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) will be commenced exclusively in the state and federal courts sitting in the City of New York. In addition, each party to such warrants will irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute thereunder or in connection therewith or with any transaction contemplated thereby or discussed therein, and also will irrevocably waive, and will agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Notwithstanding the foregoing, these provisions of such warrants will not limit or restrict the forum in which a holder of such warrants may bring a claim under the Securities Act or the Exchange Act. These provisions may limit the ability of a holder of such warrants to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find these provisions of such warrants inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board of Directors.

Pre-funded Warrants will not be listed or quoted on any exchange.

There is no established public trading market for the Pre-funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system, including NASDAQ. Without an active market, the liquidity of the Pre-funded Warrants will be limited.

Except as otherwise provided in the Warrants and Pre-funded Warrants, holders of Warrants and Pre-funded Warrants purchased in this offering will have no rights as stockholders until such holders exercise their Warrants or Pre-funded Warrants and acquire shares of our Class A common stock.

Except as otherwise provided in the Warrants and Pre-funded Warrants, until holders of the Warrants or Pre-funded Warrants acquire shares of our Class A common stock upon exercise of the Warrants or Pre-funded Warrants, the holders of the Warrants and Pre-funded Warrants will have no rights with respect to the Class A common stock underlying such Warrants and Pre-funded Warrants. Upon exercise of the Warrants and Pre-funded Warrants, the holders thereof will be entitled to exercise the rights of a holder of our Class A common stock only as to matters for which the record date occurs after such holder’s exercise date.

In the event that our Common Stock is delisted from NASDAQ, U.S. broker-dealers may be discouraged from effecting transactions in shares of our Class A common stock because they may be considered penny stocks and thus be subject to the penny stock rules.

The SEC has adopted a number of rules to regulate “penny stock” that restricts transactions involving stock which is deemed to be penny stock. These rules may have the effect of reducing the liquidity of penny stocks. “Penny stocks” generally are equity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on NASDAQ if current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our shares of Class A common stock are initially being offered at less than $5.00 per share. If deemed a penny stock, the additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in shares of our Class A common stock, which could severely limit the market liquidity of such shares of Class A common stock and impede their sale in the secondary market.

A U.S. broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with a net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the “penny stock” regulations require the U.S. broker-dealer to deliver, prior to any

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transaction involving a “penny stock,” a disclosure schedule prepared in accordance with SEC standards relating to the “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt. A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer and the registered representative and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price information with respect to the “penny stock” held in a customer’s account and information with respect to the limited market in “penny stocks.”

Stockholders should be aware that, according to the SEC, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our Class A common stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.

Future sales or transfers, or the perception of future sales or transfers, by us or our existing stockholders, in the public market following this offering could cause the market price of our Class A common stock to decline.

If our existing stockholders sell substantial amounts of our Class A common stock in the public market following this offering, the market price of our Class A common stock could decrease significantly. The perception in the public market that our existing stockholders might sell shares of Class A common stock could also depress our market price. Upon completion of this offering, we will have 5,000,000 shares of Class A common stock outstanding and 0 shares of Class B common stock outstanding (assuming no exercise of the underwriters’ over-allotment option or the exercise of any Warrants, but assuming the exercise of any Pre-funded Warrants). All of the shares of Class A common stock and the Warrants sold in this offering, plus any additional shares of Class A common stock and/or Warrants sold upon exercise of the underwriters’ over-allotment option, will be freely tradable, except that any Class A common stock and/or Warrants purchased by “affiliates” (as that term is defined in Rule 144 under the Securities Act) may be sold only in compliance with the limitations described under “Shares Eligible for Future Sale.”

Taking into consideration the effect of the lock-up agreements described below and the provisions of Rule 144 and Rule 701 under the Securities Act, the remaining shares of our Class A common stock and/or Warrants will be available for sale in the public market as follows:

We, our directors and executive officers, and certain holders of our outstanding common stock will enter into lock-up agreements in connection with this offering. The lock-up agreements expire 180 days after the closing date of this offering, subject to extension upon the occurrence of specified events. EF Hutton may, in its sole discretion and at any time without notice, release all or any portion of the securities subject to lock up agreements.

In addition, upon the closing of this offering, we will have an aggregate of up to 5,000,000 shares of Class A common stock reserved for future issuances under our 2022 Equity Incentive Plan (which excludes the 2,500,000 options to purchase shares of Class A common stock issued to Kevin Britt under the Incentive Stock Option Milestone Grant filed as Exhibit 10.8 to the registration statement of which this prospectus forms a part). We intend to file one or more registration statements on Form S-8 under the Securities Act to register all of the Class A common stock subject to outstanding equity awards, as well as stock options and shares reserved for future issuance, under our 2022 Equity Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market, subject in the case of shares held by our affiliates to volume limits under Rule 144 and any applicable lock-up period.

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After requisite holding periods have lapsed additional shares of Class A common stock will be eligible for sale in the public market. The market price of our Class A common stock may drop significantly when the restrictions on resale by our existing stockholders lapse. A decline in the price of our Class A common stock might impede our ability to raise capital through the issuance of additional shares of Class A common stock or other equity or equity-linked securities.

Some provisions of Delaware law and our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws that will be in effect at the closing of this offering could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our Class A common stock.

We have elected to be governed by Section 203 of the Delaware General Corporation Law (“DGCL”), an anti-takeover law, which we refer to as “Section 203.” This law prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

•prior to the date of the transaction, the Board of Directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; 

•upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or 

•on or subsequent to the date of the transaction, the business combination is approved by our Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. 

Section 203 defines “business combination” to include: any merger or consolidation involving us and the interested stockholder; any sale, transfer, pledge or other disposition of 10% or more of our assets involving the interested stockholder; in general, any transaction that results in the issuance or transfer by us of any of our stock to the interested stockholder; or the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through us. In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any such entity or person. A Delaware corporation may opt out of this provision by express provision in its original certificate of incorporation or by amendment to its certificate of incorporation or bylaws approved by its stockholders. We have opted to be governed by this provision and, accordingly, we will be subject to any anti-takeover effects of Section 203.

Upon the closing of this offering, our status as a Delaware corporation and the anti-takeover provisions of the DGCL may discourage, delay or prevent a change in control even if a change in control would be beneficial to our stockholders.

In addition, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws that will be in effect upon the closing of this offering will contain provisions that may make the acquisition of the company more difficult, including the following:

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These provisions could have the effect of discouraging, delaying or preventing a transaction involving a change in control of the company. These provisions could also have the effect of discouraging proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions that you desire.

Limitation on Director’s Liability

Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws will provide for indemnification of our directors to the fullest extent permitted by the DGCL. The DGCL permits a corporation to limit or eliminate a director’s personal liability to the corporation or the holders of its capital stock for breach of duty. This limitation is generally unavailable for acts or omissions by a director which (i) were in bad faith, (ii) were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (iii) involved a financial profit or other advantage to which such director was not legally entitled. The DGCL also prohibits limitations on director liability for acts or omissions which resulted in a violation of a statute prohibiting certain dividend declarations, certain payments to stockholders after dissolution and particular types of loans. The effect of these provisions is to eliminate the rights of our Company and our stockholders (through stockholders’ derivative suits on behalf of our Company) to recover monetary damages against a director for breach of fiduciary duty as a director (including breaches resulting from grossly negligent behavior), except in the situations described above. These provisions will not limit the liability of directors under the federal securities laws of the United States.

Choice of Forum

Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended, provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be 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, officers or employees to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws or (v) any action asserting a claim against us that is governed by the internal affairs doctrine. Furthermore, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended, provide that in the event the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended, described in the preceding sentence. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. There is uncertainty as to the enforceability of such exclusive forum provisions with respect to certain matters arising under the federal securities laws, and if a court were to find these provisions of our Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, as amended, inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Special Provisions Regarding our Class B Common Stock

The holders of record of the shares of Class B common stock, exclusively and as a separate class, shall, if and when outstanding, be entitled to elect two directors to our Board of Directors (“Class B Directors”). Any Class B Director may be removed without cause by, and only by, the affirmative vote of the holders of eighty percent (80%) of the shares of Class B common stock exclusively and as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders.

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At any time when shares of Class B common stock are outstanding, we may not, without the affirmative vote of all of the Class B Directors:

Undesignated Preferred Stock

Our Board of Directors is authorized to issue, without stockholder approval, preferred stock with such terms as our Board of Directors may determine. The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of the Company.

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Investors in this offering will experience immediate and substantial dilution.

You will incur immediate and substantial dilution as a result of this offering. The initial public offering price of our Class A common stock will be substantially higher than the pro forma net tangible book value per share of the outstanding Class A common stock immediately after this offering. Based on an initial public offering price of $4.13 per Common Unit and our net tangible book value of ($0.00) per share and $0.92 as adjusted per share after this offering, as of September 30, 2023, if you purchase our Class A common stock in this offering you will pay more for your shares than the amounts paid by our existing stockholders for their shares and you will suffer immediate dilution of approximately $3.21 per share in pro forma net tangible book value (without assigning any value to the Warrants). See “Dilution.” As a result of such dilution, investors purchasing Units and the underlying securities in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation.

You may be diluted by the future issuance of additional Class A common stock in connection with our incentive plans, acquisitions or otherwise.

After this offering we will have approximately 5,000,000 shares of Class A common stock authorized and unissued under the 2022 Equity Incentive Plan. Our Amended and Restated Certificate of Incorporation will authorize us to issue these shares of Class A common stock and options relating to Class A common stock for the consideration and on the terms and conditions established by our Board of Directors in its sole discretion, whether in connection with acquisitions or otherwise. We have reserved a total of 7,500,000 shares of Class A common stock for issuance under our 2022 Equity Incentive Plan, with 2,500,000 issued in connection with the Incentive Stock Option Milestone Grant issued to Kevin Britt and filed as Exhibit 10.8 to the registration statement of which this prospectus forms a part. See “Executive Compensation—2022 Equity Incentive Plan.” Any Class A common stock that we issue, including under our 2022 Equity Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering.

You may be diluted by the future exercises of the Warrants.

After this offering there will be 1,250,000 Warrants (assuming no exercise of the underwriters’ over-allotment option), exercisable for one share of Class A common stock at an exercise price of 100% of the public offering price per Common Unit set forth on the cover page of this prospectus. Any Class A common stock that we issue as a result of exercise of the Warrants would dilute the percentage ownership held by the holders of Class A common stock.

We will have broad discretion in using the net proceeds of this offering, and we may not effectively expend the proceeds.

We intend to use the net proceeds of this offering for general corporate purposes, including expansion of our current service lines into additional states, entry into, development and enhancement of a storage facility segments, enlarging our cross-border services into Canada, potential acquisitions, repayment of indebtedness and capital expenditures. We will have significant flexibility and broad discretion in applying the net proceeds of this offering and we may not apply the net proceeds of this offering effectively. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering. See “Use of Proceeds.”

We do not anticipate paying any cash dividends on our common stock in the foreseeable future and, as a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

We have never declared or paid cash dividends on our common stock and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. In addition, any future loan arrangements we enter into may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. As a result, capital appreciation, if any, of our common stock offered hereby will be your sole source of gain for the foreseeable future.

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Our business and stock price may suffer as a result of our lack of public company operating experience.

We have been a privately-held company since we began operations in 2013. Our lack of public company operating experience may make it difficult to forecast and evaluate our future prospects. If we are unable to execute our business strategy, either as a result of our inability to effectively manage our business in a public company environment or for any other reason, our prospects, financial condition and operating results may be harmed.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

The trading market for our Class A common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts ceases coverage of us or fail to publish reports on us regularly, we could lose visibility in the market, which in turn could cause the stock price or trading volume of our Class A common stock to decline.

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. We may remain an emerging growth company until as late as December 2030 (the fiscal year-end following the fifth anniversary of the completion of our initial public offering), though we may cease to be an emerging growth company earlier under certain circumstances, including (1) if the market value of our common stock that is held by non-affiliates exceeds $700,000,000 as of any June 30, in which case we would cease to be an emerging growth company as of the following December 31, or (2) if our gross revenue exceeds $1.235 billion in any fiscal year. Emerging growth companies may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Investors could find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Because we have elected to use the extended transition period for complying with new or revised accounting standards for an emerging growth company our financial statements may not be comparable to companies that comply with public company effective dates.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates, and thus investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements that reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements are included throughout this prospectus, including in the sections titled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operating” and “Business” and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology.

These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, many of which are beyond our control. We believe that these factors include but are not limited to those described under “Risk Factors.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by us in this prospectus speaks only as of the date of this prospectus. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments or other strategic transactions we may make. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

MARKET AND INDUSTRY DATA

We use market data and industry forecasts and projections throughout this prospectus, and in particular in the section titled “Business.” We have obtained the market data from certain publicly available sources of information, including publicly available independent industry publications and other third-party sources. IBIS World, Berkshire Select’s Anything Research, and Infiniti Research’s Technavio were the primary independent sources of market data. Unless otherwise indicated, statements in this prospectus concerning our industry and the markets in which we operate, including our general expectations and competitive position, business opportunity and market size, growth and share, are based on data from our internal research and management estimates and, where indicated, information from independent industry organizations and other third-party sources (including industry publications, surveys and forecasts). Forecasts are based on industry surveys and the preparer’s expertise in the industry and there is no assurance that any of the forecasted amounts will be achieved. We believe the data that third parties have compiled is reliable, but we have not independently verified the accuracy of this information. Any forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. Forecasts, assumptions, expectations, beliefs, estimates and projections involve risks and uncertainties and are subject to change based on various factors, including those described under the headings “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”

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TRADEMARKS, SERVICE MARKS AND TRADE NAMES

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 to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others, which, to our knowledge, are the property of their respective owners. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering (excluding the exercise of any Warrants or the exercise of the underwriters’ over-allotment option, but assuming the exercise of any Pre-funded Warrants) will be approximately $4,084,587, or approximately $4,791,143 if the underwriters exercise the over-allotment option in full, at an initial public offering price of $4.13 per Common Unit, after deducting estimated underwriting discounts and commissions and estimated offering expenses of $613,288 payable by us.

We intend to use the net proceeds of this offering (excluding the exercise of any Warrants or the exercise of the underwriters’ over-allotment option, but assuming the exercise of any Pre-funded Warrants) as follows: (i) approximately 27%, or $1.1 million, for general corporate purposes, including working capital, (ii) approximately 22%, or $.9 million, dedicated to the expansion of our current service lines into additional states and enlarging our cross-border services into Canada, (iii) approximately 33%, or $1.3 million, towards the entry into, development and enhancement of, the storage facility segment, which may include potential acquisitions of existing facilities, (iv) approximately 4%, or $0.2 million, towards the repayment of indebtedness, and (v) approximately 14%, or $0.6 million, towards capital expenditures related to increasing of our vehicle fleet and other tooling. Any additional capital needed for capital expenditures related to the increasing of our vehicle fleet and for capital needed for our storage facility segment will be obtained from bank financing. Repayment of indebtedness is for trade payables, with no specific payment terms. For additional information on the Company’s indebtedness, please refer to “Debt” under “Liquidity and Capital Resources” within the “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” section.  

Each $1.00 increase (decrease) in the initial public offering of $4.13 per Common Unit, would increase (decrease) our net proceeds by approximately $1.15 million, assuming the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 500,000 in the number of Units from the expected number of Units to be sold by us in this offering, assuming no change in the initial offering price of $4.13 per Common Unit, would increase (decrease) our net proceeds from this offering by $1.84 million.

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CAPITALIZATION

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

This table should be read in conjunction with “Prospectus Summary—Summary Historical Financial and Other Data,” “Use of Proceeds,” “Selected Historical Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes thereto included elsewhere in this prospectus.

(1)Pro forma earnings per share information for the nine months ended September 30, 2023 and for the fiscal year ended December 31, 2022 reflecting the repurchase of 1,500,000 shares of Class B common stock, is as follows: 

(2)Each $1.00 increase (decrease) in the initial public offering price of $4.13 per Common Unit would increase (decrease) additional paid-in capital, total stockholders’ investment and total capitalization by $1.15 million, assuming the number of Units offered by us remains the same as set forth on the cover page of this prospectus and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 500,000 Units from the expected number of Units to be sold by us in this offering, assuming no change in the initial public offering price of $4.13 per Common Unit, would increase (decrease) additional paid-in capital, total stockholders’ investment and total capitalization by approximately $1.84 million after deducting the estimated underwriting discount and commissions and estimated offering expenses payable by us. Any use of proceeds to pay indebtedness is to pay for trade payables for services rendered (i.e. auditors and legal fees), whereby the debt payments are non-related party debt. 

(3)Unless otherwise indicated, all information in this prospectus does not assume or give effect to the: 

·exercise of the underwriters’ over-allotment option;  

·exercise of any Warrants (other than Pre-funded Warrants); or 

·exercise of the Underwriter Warrants. 

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DIVIDEND POLICY

The declaration and payment of dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend on many factors, including our financial condition, earnings, legal requirements and any debt agreements we are then party to and other factors that our Board of Directors deems relevant. Our Amended and Restated Certificate of Incorporation provides that holders of our Class A common stock and holders of our Class B common stock will be treated equally and ratably on a per share basis with respect to any such dividends, unless disparate treatment is approved in advance by the vote of the holders of a majority of the outstanding shares of our Class A common stock and Class B common stock, each voting as a separate group.

DILUTION

If you purchase Units in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per Common Unit (assuming the exercise of any Pre-funded Warrants sold in this offering, and without assigning any value to the Warrants) and the as adjusted net tangible book value per share of our common stock immediately after this offering and the use of proceeds therefrom.

Our net tangible book value as of September 30, 2023 was approximately ($8,443), or ($0.00) per share of our common stock. Net tangible book value per share represents the amount of our total tangible assets, less the amount of our deferred offering costs and our total liabilities, divided by the aggregate number of shares of common stock outstanding.

After giving pro forma effect to the sale by us of the Common Units in this offering, at an initial public offering price of $4.13 per Common Unit, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and the receipt and application of the net proceeds, as set forth under “Use of Proceeds,” our as adjusted net tangible book value as of September 30, 2023, would have been $4,615,858 or $0.92 per share. This amount represents an immediate increase in net tangible book value to existing stockholders of $0.92 per share and an immediate dilution to new investors purchasing shares in this offering of $3.21 per share. Dilution per share represents the difference between the price per share to be paid by new investors for shares of Class A common stock sold in this offering and the net tangible book value per share immediately after this offering. The following table illustrates this per share dilution assuming the underwriters do not exercise its over-allotment option:

Each $1.00 increase (decrease) in the initial public offering price of $4.13 per Common Unit would increase (decrease) the net proceeds to us by approximately $1.15 million, assuming that the number of Units 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.

The as adjusted information discussed above is illustrative only and will change based on the actual initial public offering rice, number of Units and other terms of this offering determined at pricing.

If the underwriters exercise the over-allotment option, in full, to purchase additional shares of Class A common stock and/or Pre-funded Warrants and Warrants in this offering at the initial public offering price of $4.13 per Common Unit, and assuming the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses, the as adjusted net tangible book value would be approximately $0.92 per share, and the dilution in as adjusted net tangible book value per share to investors in this offering would be approximately $3.21 per share.

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The following table sets forth, on an as adjusted basis as of September 30, 2023, the differences between the number of shares of Class A common stock purchased from us, the total consideration paid to us, or to be paid, and the average price per share paid, or to be paid, by existing stockholders and by the new investors. As the table shows, new investors purchasing in this offering will pay an average price per share substantially higher than our existing stockholders paid. The table below uses the initial public offering price of $4.13 per Common Unit, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

A $1.00 increase or decrease in the initial public offering price of $4.13 per Common Unit, would increase (decrease) total consideration paid to us by new investors and total consideration paid to us by all stockholders by approximately $1.15 million. An increase (decrease) of 500,000 in the number of Units offered by us would increase (decrease) total consideration paid by new investors and price per share paid by all stockholders by $1.84 million.

To the extent that we grant options to our employees in the future and those options are exercised, the Warrants or Underwriter Warrants are exercised, or other issuances of Class A common stock are made, there will be further dilution to new investors.

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA

The following tables present our selected historical financial and other data as of and for the periods indicated. We have derived the selected balance sheet data for the period ending September 30, 2023 and the years ended December 31, 2022 and 2021 and the statement of operations data for the period ending September 30, 2023 and the years ended December 31, 2022 and 2021, from the audited financial statements included elsewhere in this prospectus.

You should read the following selected financial and other data together with the sections of this prospectus titled “Prospectus Summary—Summary Historical Financial and Other Data,” “Use of Proceeds,” “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes thereto included elsewhere in this prospectus.

Balance Sheet

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Income Statement

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with “Prospectus Summary—Summary Historical Financial and Other Data,” “Selected Historical Financial and Other Data” and financial statements and related notes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of this prospectus. Actual results could differ materially from the results discussed in any forward-looking statements. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Overview

Elate Moving, LLC was formed on March 22, 2013 with the intent of building a high-touch, best-in-class moving and storage company that would provide domestic concierge services and international relocation solutions for residential, commercial and government clients in the U.S. and Canada. We believe we have developed a differentiated business model that is difficult to replicate and a breadth of complementary service offerings. Our highly nimble and balanced business model combines asset-based moving services with asset-light logistics and concierge service offerings, enabling us to serve the range of our customers’ moving, relocation and storage needs.

As we continue to expand our current services and look to increase our footprint in the storage segment, our results of operations are impacted by market demands, workforce capacity and wage costs, and traditional seasonality ebbs and flows.

The Jumpstart Our Business Startups Act, or the JOBS Act, was signed into law on April 5, 2012. As permitted under Section 102(b)(1) of this Act, the Company has elected to use the extended transition period for complying with new or revised accounting standards. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, the Company’s financial statements may not be comparable to those of companies that comply with public company effective dates.

Factors Affecting Our Company and Results of Operations

Market Demand

Our results of operations are affected by industry-wide economic factors, general economic conditions, seasonal moving patterns and our capacity. The industry in which we operate is impacted by demand for moving and storage of personal, antique and commercial belongings, for residential moves to corporate and governmental relocations. Our results of operations depend on our ability to efficiently manage our resources to provide superior solutions to our customers. These factors impact our decisions in areas such as allocating capital to driver wages, additional storage capabilities, and vehicle acquisitions and upkeep.

Workforce Capacity and Wage Cost

We recognize that our workforce is one of our most valuable assets. At times, there are workforce shortages in the industry as customer moving demands increase. Changes in the demographic composition of the workforce, alternative employment opportunities that become available in the economy, increasing the wages our workforce requires, and individual drivers’ personal needs can affect availability of experienced individuals.

Seasonality

In our industry, results of operations generally show a seasonal pattern. As our customers tend to be more active in the spring and summer months – our second and third quarters – due to a variety of factors, including schools being out of session. As schools restart near the end of our third fiscal quarter, and the holiday season approaches, our customers tend to delay relocating and our fourth quarter tends to be a slightly lower quarter.

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Results of Operations

The following table sets forth, for the periods indicated, our results of operations for the three and nine months ended September 30, 2023 and 2022 and for the years ended December 31, 2022 and 2021:

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The following table sets forth, for the periods indicated, items in our Statement of Operations as a percentage of operating revenue: