As filed with the Securities and Exchange Commission on February 14, 2025.

Registration No. 333

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AI UNLIMITED GROUP, INC.

(Exact name of registrant as specified in its charter)

9255 W Sunset Blvd., West Hollywood, CA, 90069

Tel: (800)309-5983

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

N/A

(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 and from time to time after this Registration Statement is declared effective.

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 13(a) of the Exchange Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

EXPLANATORY NOTE

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

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

The Company has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for public offering by the Company. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages, and such other changes as may be necessary to clarify references to the public offering or the resale offering and will be used for the resale offering by the Selling Stockholders. Consummation of the offering made by the Resale Prospectus is conditioned on consummation of the public offering of shares of common stock by the Company pursuant to the Public Offering Prospectus.

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

AI UNLIMITED GROUP, INC.

Shares of Common Stock

We are offering, on an underwritten, firm commitment basis,           shares of our common stock, par value $0.0001 per share, at an assumed public offering price of $         per share (based on the last reported sales price for our common stock as quoted on the OTCQB on                , 2025).

Our common stock is currently traded on the over-the-counter market and quoted on the OTCQB under the symbol “AIUG”. We have applied to list our common stock on the Nasdaq Capital Market, or Nasdaq, under the symbol “AIUG”. No assurance can be given that: our application will be approved or that the trading prices of our common stock on the OTCQB will be indicative of the prices of our common stock if our common stock were traded on Nasdaq. We will not proceed with this offering in the event the common stock is not approved for listing on Nasdaq.

The offering price of our shares of common stock will be determined between the lead underwriter and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business, and may be at a discount to the current market price. Therefore, the recent market price of our common stock and the public offering price of the common stock used throughout this prospectus may not be indicative of the actual public offering price for the shares of common stock. 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 17 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

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.

We have granted the underwriters a 30-day option to purchase up to               additional shares of common stock to cover over-allotments, if any, at the public offering price per share of common stock, less the underwriting discounts payable by us.

The underwriters expect to deliver the shares of common stock on or about          , 2025.

The Benchmark Company

The date of this prospectus is          , 2025.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone else to provide you with different information. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. You should also read this prospectus together with the additional information described under “ Where You Can Find Additional Information.”

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

Commonly Used Defined Terms

Unless otherwise indicated or the context requires otherwise, references in this registration statement to:

Numerical figures included in this registration statement have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

We have relied on statistics provided by a variety of publicly available sources regarding expectations of growth of global logistics industry. We did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated in this registration statement other than to the extent specifically cited herein. We have sought to provide current information in this registration statement and believe that the statistics provided in this registration statement remain up-to-date and reliable, and these materials are not incorporated in this registration statement other than to the extent specifically cited in this registration statement.

TRADEMARKS

We own or have rights to trademarks or trade names that we use in connection with the operation of our businesses, our corporate names, logos and website names. This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ^™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies. All other trademarks are the property of their respective owners.

MARKET DATA

We are responsible for the disclosure in this prospectus. This prospectus incorporates industry data sourced from market research, publicly accessible information and industry publications. While we have not directly commissioned or funded these sources, we believe the information obtained from them to be reliable. Nonetheless, we assume responsibility for the accuracy and completeness of all information presented in this prospectus, including data derived from third-party sources. This includes the information provided through active hyperlinks to external reports and publications. We obtained the industry, market and competitive position data used throughout this prospectus from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies and publicly available information in addition to research, surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. In addition, while we believe the industry, market and competitive position data included in this prospectus is reliable and based on reasonable assumptions, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties or by us.

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes, and especially the “Risk Factors” beginning on page 17. All references to “we,” “us,” “our,” “Company” or similar terms used in this prospectus refer to AI Unlimited Group, Inc. a Delaware corporation. Unless otherwise indicated, the term “fiscal year” refers to our fiscal year ending December 31. Unless otherwise indicated, the term “common stock” refers to shares of AIUG common stock.

Overview

AI Unlimited Group (AIUG) is a transformative force in the fintech and artificial intelligence sectors, committed to redefining how people manage their finances, travel, and debt. Through its innovative subsidiaries—NestEgg, LLC, Travl.LLC, Lever, and Resolve Debt, LLC—AIUG harnesses the power of AI to deliver tailored solutions that simplify complex processes, enhance financial empowerment, and create unparalleled user experiences. Our mission is to democratize access to cutting-edge technology, bridging the gap between traditional and digital ecosystems to empower individuals and businesses worldwide.

With a dynamic leadership team and a visionary approach, AIUG is building a portfolio of scalable, high-impact platforms that address critical needs in trillion-dollar markets.

Our Subsidiaries

A next-generation wealth management platform combining AI-driven insights with a robust regulatory foundation. NestEgg delivers seamless access to traditional and alternative investments, empowering users to build long-term wealth through personalized financial strategies and innovative products like ESG portfolios and crypto-backed IRAs.

The ultimate travel companion for modern explorers, Travl.App integrates AI-powered planning, budgeting, and booking tools into a single platform. By addressing financial barriers and delivering personalized travel experiences, Travl.App democratizes travel for millennials, Gen Z, and emerging market consumers.

A groundbreaking platform simplifying student loan management. Lever uses AI to automate repayment plan recommendations, streamline enrollment, and ensure compliance with federal regulations, saving borrowers time, money, and stress in navigating $1.6 trillion in U.S. student loan debt.

A leader in AI-powered accounts receivable and debt recovery solutions, Resolve Debt enhances operational efficiency and compliance for businesses. Its predictive analytics and sentiment-based communication strategies help clients recover funds faster while maintaining positive customer relationships.

Our Vision and Market Potential

AIUG operates at the intersection of trillion-dollar industries, addressing significant challenges with innovative solutions:

Our Leadership Team

AIUG’s success is driven by a team of visionary leaders and innovators who bring diverse expertise and a shared commitment to excellence:

A trailblazer in the hospitality and fintech sectors, Ike has successfully launched customer-first platforms like TabbedOut and Velocity Black. At Travl.App, Ike is pioneering AI-driven travel solutions that address financial barriers and elevate the user experience.

A mastermind in machine learning and AI product development, Gonzalo spearheads the integration of cutting-edge technologies across AIUG’s platforms. His expertise ensures that AIUG remains at the forefront of innovation, delivering unmatched personalization and predictive capabilities.

A seasoned entrepreneur with a proven track record in scaling SaaS businesses, Trent provides strategic direction and leadership for AIUG. His vision drives the company’s commitment to democratizing access to AI-powered tools that create tangible value for users.

Regina’s expertise in building strategic alliances enables AIUG to expand its market reach and create synergistic collaborations that enhance the user experience across all platforms.

Esteban leads the design and development of AI tools that power user-centric features, ensuring AIUG’s platforms deliver intuitive, impactful solutions tailored to individual needs.

Unified Growth Strategy

AIUG’s unified approach integrates the strengths of its subsidiaries to create a comprehensive ecosystem:

Why AI Unlimited Group?

AIUG represents the future of fintech and AI innovation, delivering solutions that are not only scalable but also profoundly impactful. By combining visionary leadership, cutting-edge technology, and a commitment to addressing real-world challenges, AIUG is poised to redefine how individuals and businesses interact with technology. Together, our platforms empower users to achieve financial independence, travel the world, and optimize their operations—all with the seamless support of AI-powered tools.

NestEgg, LLC Business Description

Overview

NestEgg, a flagship platform under AI Unlimited Group, is a next-generation wealth management and retirement planning platform that integrates advanced artificial intelligence (AI) with a robust, regulated broker-dealer framework. With the acquisition of BeyondTrade Securities and a partnership with Apex Clearing, NestEgg provides seamless access to traditional and alternative investment products while delivering tailored financial solutions that empower users to maximize their financial potential.

NestEgg’s mission is to democratize wealth creation by offering tools that simplify investment management, enhance accessibility, and align with the values of modern investors.

Industry Background

The wealth management industry is undergoing a significant transformation, driven by technological advancements, changing investor expectations, and evolving demographics:

NestEgg is strategically positioned to capitalize on these trends by offering innovative, AI-powered solutions designed for a rapidly evolving investment landscape.

Our Solutions

NestEgg provides a comprehensive suite of products and features tailored to meet the diverse needs of today’s investors:

Market Opportunity

NestEgg operates in a high-growth sector of the $49 billion AI-driven fintech market and addresses the $13 trillion IRA segment:

Revenue Streams

NestEgg’s revenue model is designed for scalability and diversification:

Key Features and Benefits

NestEgg provides a seamless, user-focused experience through innovative features:

Competitive Landscape

NestEgg differentiates itself from competitors by combining regulatory compliance, technological innovation, and diverse product offerings:

Growth Strategy

NestEgg’s growth is fueled by strategic initiatives that focus on innovation, expansion, and user engagement:

Financial Overview

NestEgg has demonstrated consistent growth in user acquisition and revenue generation, reflecting its ability to meet market demands:

Risk Factors

NestEgg’s business faces certain risks, including:

Conclusion

NestEgg is at the forefront of the digital wealth management revolution, combining advanced AI, comprehensive financial tools, and a commitment to user-centric design. With a robust regulatory foundation and a focus on innovation, NestEgg is positioned to capture significant market share and deliver long-term value to its users and stakeholders. By empowering individuals to confidently manage their financial futures, NestEgg is redefining the future of wealth management for a new generation of investors.

Travl.LLC Business Description

Overview

Travl.App, a core platform under AI Unlimited Group, is redefining the online travel experience by combining cutting-edge AI technology with an innovative digital wallet for seamless travel planning, budgeting, and booking. Designed for a generation of experience-focused travelers, Travl.App eliminates financial and logistical barriers, enabling users to save smarter, plan better, and travel more often.

Travl.App operates as a personalized travel companion, offering real-time recommendations and financial tools that enhance every stage of the travel journey. By integrating advanced AI, secure payment solutions, and exclusive partnerships, Travl.App positions itself as the go-to platform for modern, mobile-first travelers.

Key Differentiators

Travl.App empowers users to overcome financial constraints by integrating budgeting and savings tools with booking capabilities. This democratization of travel enables more people to turn their travel dreams into reality.

Unlike traditional booking platforms, Travl.App offers a comprehensive experience that begins with saving for a trip and extends to real-time expense tracking and spending management during travel.

The platform uses AI to deliver tailored recommendations for flights, accommodations, and activities based on individual preferences, past behavior, and budgetary goals.

Revenue Streams

Travl.App generates revenue through a diversified model that aligns with the platform’s core offerings:

Key Features and Benefits

Travl.App’s suite of features caters to the evolving needs of digital-first travelers:

Market Context and Opportunity

Travl.App operates within the $600.5 billion global online travel market, projected to reach $1.1 trillion by 2032, with a CAGR of over 7%. The platform targets key market trends:

Competitive Analysis

Travl.App stands out in the crowded travel marketplace by focusing on personalization, financial integration, and end-to-end management:

User Acquisition Strategy

Travl.App’s growth strategy centers on accessibility, personalization, and community engagement:

Future Vision

Travl.App aims to become the ultimate travel companion by continuing to integrate advanced technology and user-focused features:

Conclusion

Travl.App combines advanced AI, personalized financial tools, and a seamless booking experience to redefine travel for a new generation of explorers. By integrating end-to-end travel solutions with innovative revenue models, Travl.App is positioned to capture significant market share and foster lasting customer loyalty. Whether saving for a dream vacation, booking the perfect itinerary, or managing spending on the go, Travl.App delivers a transformative experience that empowers users to travel smarter and more often.

Lever Business Description

Overview

Lever, a flagship platform under AI Unlimited Group, is revolutionizing student loan management by using AI to simplify repayment strategies and optimize financial outcomes for borrowers. Designed to address the complexities of managing $1.6 trillion in U.S. student loan debt, Lever provides access to a comprehensive database of Department of Education repayment programs, automating the discovery, enrollment, and recertification processes. Lever empowers borrowers to navigate their financial challenges with confidence, offering a seamless, user-friendly platform that saves time, reduces stress, and ensures compliance with federal regulations.

Key Differentiators

Lever addresses a critical market need by bridging the gap between borrowers and their optimal repayment plans, saving users an average of $240 per month.

The platform leverages advanced AI to identify and recommend the best federal repayment programs tailored to each user’s unique financial profile.

By automating enrollment and annual recertification, Lever eliminates the complexities that often lead to delinquency and default.

Context on the Student Loan Landscape

The U.S. student loan market is undergoing a period of significant change:

These factors highlight the need for innovative tools like Lever that help borrowers navigate the evolving student loan landscape.

Revenue Streams

Lever operates through a robust and scalable revenue model:

Key Features and Benefits

Lever’s innovative platform offers comprehensive solutions to common borrower challenges:

Competitive Analysis

Lever stands apart from competitors through its focus on user empowerment, federal compliance, and advanced automation:

User Acquisition Strategy

Lever’s growth strategy focuses on accessibility, education, and partnership-driven expansion:

Future Vision

Lever aims to be the definitive platform for student loan management and financial empowerment:

Conclusion

Lever combines advanced AI, seamless automation, and user-first design to transform how borrowers manage their student loans. By addressing a critical financial pain point, Lever not only empowers individuals to take control of their financial futures but also positions itself as a leader in the $1.6 trillion student loan market. As repayment resumes post-pandemic and policy reforms reshape borrower behavior, Lever is uniquely positioned to scale rapidly, driving significant value for users and stakeholders alike.

Resolve Debt Business Overview

Resolve Debt is a technology-driven company specializing in the development and deployment of advanced artificial intelligence (AI) solutions for the accounts receivable (AR) and debt recovery industry. Our mission is to enhance the efficiency, compliance, and customer experience of debt recovery processes for businesses across various sectors. By leveraging AI and machine learning, we provide innovative tools that automate AR management, optimize recovery strategies, and ensure adherence to regulatory standards.

Industry Background

The debt recovery industry is a critical component of the financial ecosystem, facilitating the collection of outstanding debts and contributing to the liquidity and financial health of businesses. Traditional debt collection methods have often been labor-intensive, time-consuming, and fraught with compliance challenges. The increasing complexity of regulatory requirements and the growing emphasis on consumer rights have necessitated the adoption of more sophisticated, technology-driven solutions.

In recent years, the industry has witnessed a significant shift towards digital transformation, with companies seeking to leverage technology to improve operational efficiency, reduce costs, and enhance customer engagement. The integration of AI and machine learning into debt recovery processes has emerged as a pivotal development, enabling the automation of routine tasks, predictive analytics for better decision-making, and personalized communication strategies that align with consumer preferences and regulatory mandates.

Our Solutions

Resolve Debt offers a comprehensive suite of AI-powered tools designed to address the multifaceted challenges of modern debt recovery:

Market Opportunity

The global debt collection software market is experiencing robust growth, driven by the increasing need for automated solutions and the rising volume of outstanding debts. According to industry reports, the market is projected to reach $5.2 billion by 2026, growing at a compound annual growth rate (CAGR) of 8.2% from 2021. This growth is attributed to the escalating demand for cloud-based solutions, the integration of AI and machine learning, and the need for compliance with stringent regulatory standards.

Competitive Landscape

The debt recovery technology sector is characterized by the presence of several key players offering a range of solutions. Our primary competitors include:

Resolve Debt differentiates itself through its deep integration of AI and machine learning, emphasis on compliance, and commitment to enhancing the debtor experience.

Growth Strategy

Our strategic initiatives to drive growth and market penetration include:

Financial Overview

Resolve Debt has demonstrated consistent revenue growth since its inception, reflecting the increasing adoption of our solutions and the expanding market demand for AI-driven debt recovery tools. We maintain a balance sheet, with significant investments in research and development to fuel ongoing innovation.

Conclusion

Resolve Debt is at the forefront of transforming the debt recovery industry through the application of advanced AI technologies. Our commitment to innovation, compliance, and customer-centric solutions positions us for sustained growth and success in a dynamic and expanding market.

Listing on the Nasdaq Capital Market

Our common stock is currently quoted on the OTCQB under the symbol “AIUG”. In connection with this offering, we have applied to list our common stock on Nasdaq under the symbol “AIUG”. If our listing application is approved, we expect to list our common stock on Nasdaq upon consummation of the offering, at which point our common stock will cease to be quoted on the OTCQB. No assurance can be given that our listing application will be approved. Prior to effectiveness, we will need to take the necessary steps to meet Nasdaq listing requirements, which include, among other things, a stock price threshold. If Nasdaq does not approve the listing of our common stock, we will not proceed with this offering. There can be no assurance that our common stock will be listed on Nasdaq.

Summary Risk Factors

Investing in our securities involves substantial risk. The risks described under the heading “Risk Factors” immediately following this summary may cause us to not realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges include the following:

Risks Related to Our Business and Industry

Risks Related to Our Common Stock and this Offering

Corporate Information

We are incorporated under the laws of the State of Delaware on March 24, 2022. Our principal executive offices are located at Level 11, 9255 W Sunset Blvd, West Hollywood, CA 90069. Our telephone number is (800) 309-5983. Our website is https://www.aiug.ai/. Information contained in, or that can be accessed through, our website is not incorporated by reference into this registration statement, and you should not consider information on our website to be part of this registration statement.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million and a public common equity float or public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

THE OFFERING

The number of shares of common stock that will be issued and outstanding immediately after this offering as shown above assumes that all of the shares of common stock offered hereby are sold and is based on 314,225,225 shares of common stock outstanding as of February 13, 2025, and excludes the following as of such date:

Unless otherwise indicated, all information in this prospectus assumes:

SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary consolidated financial statements for the nine months ended September 30, 2024 and 2023, are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The summary consolidated financial statements for the years ended December 31, 2023 and 2022, are derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied.

Our historical results for any period are not necessarily indicative of results to be expected for any future period. You should read the following summary financial information in conjunction with the consolidated financial statements and related notes and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

RISK FACTORS

Investing in our common stock involves a high degree of risk. Before investing in our common stock, you should carefully consider the risks described below, as well as the other information in this prospectus, including our consolidated financial statements and the related notes. In addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this registration statement we might not consider significant, which may adversely affect our business. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case the trading price of our common stock could decline due to any of these risks or uncertainties, and you may lose part or all of your investment.

Risks Related to Our Business and Industry

We have a history of net losses, and we may not be able to achieve or maintain profitability in the future.

We expect our costs will increase over time and our losses to continue as we expect to invest significant additional funds towards growing our business and operating as a public company. We have expended and expect to continue to expend substantial financial and other resources on product development, including investments in our product, engineering, and design teams and the development of new products and new functionality for our existing products and our platform; our technology infrastructure, including systems architecture, management tools, scalability, availability, performance, and security, as well as disaster recovery measures; our sales, marketing, and customer success organizations; acquisitions or strategic investments; and general administration, including legal and accounting expenses. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flows on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, and results of operations could be adversely affected.

We incorporate artificial intelligence, or AI, and machine learning, or ML, into some of our products. This technology is new and developing and may present both compliance and reputational risks.

We rely on AI and machine learning in the operation of some our vision-based sensing products. The AI models that we use are trained using various data sets. If our AI models are incorrectly designed or implemented or do not receive pictures or visual data, they may produce inaccurate or unreliable results, negatively impacting the performance and reliability of our platforms. The effectiveness of our AI models depends on the quality and completeness of the data used for training. If the data is incomplete, inadequate, or biased, it could lead to suboptimal model performance, impairing the functionality of our platforms. Any malfunction or unexpected behavior in our AI-driven systems could disrupt our operations, leading to increased downtime and higher maintenance costs for our customers, and potential loss of revenue. Additionally, failures in the performance of our AI models could damage our reputation, erode customer trust, and result in loss of business and negative publicity.

Our future growth and success is highly dependent upon large-scale adoption of our platforms in the markets we compete.

While we are establishing ourselves and our platforms, our future growth depends upon large-scale adoption of NestEgg, Travl.App, Lever and Resolve Debt. Although we anticipate continued market penetration for these platforms, there is no guarantee of such future demand, or that our products will remain competitive. If our technology and products or any future product that we may develop does not achieve an adequate level of acceptance, or does not garner significant commercial appeal, we may not generate significant revenue and may not become profitable. The degree of market acceptance will depend on a number of factors, including:

Our efforts to penetrate industries and educate the marketplace regarding the benefits of our vision-based sensory technology, and reasons to seek the commissioning of products based on our technology, may require significant resources and may never be successful. Such efforts to educate the marketplace may require more resources than are required by conventional sensing technologies, and these resources may not available to us.

If we are unable to ensure that our platforms interoperates with a variety of hardware and software platforms that are developed by others, including our partners, we may become less competitive and our business may be harmed.

Our platforms must integrate with a variety of hardware and software platforms, and we need to continuously modify and enhance our platforms to adapt to changes in hardware and software technologies. Third-party services and products are constantly evolving, and we may not be able to modify our platforms to assure their compatibility with that of other third parties as they continue to develop or emerge in the future, or we may not be able to make such modifications in a timely and cost-effective manner. In addition, some of our competitors may be able to disrupt the operations or compatibility of our platforms with their products or services, or exert strong business influence on our ability to, and terms on which we, operate our platforms. Should any of our competitors modify their products or standards in a manner that degrades the functionality of our platforms or gives preferential treatment to our competitors or competitive products, whether to enhance their competitive position or for any other reason, the interoperability of our platforms with these products could decrease and our business, results of operations and financial condition would be harmed. If we are not permitted or able to integrate with these and other third-party applications in the future, our business, results of operations and financial condition would be harmed.

We are subject to regulatory changes that could adversely impact our business operations.

Legislative reforms in the student loan sector, such as changes to income-driven repayment plans like the SAVE Plan, may significantly impact Lever’s user base and subscription model. Similarly, the introduction of new ESG-related regulations could alter how NestEgg markets its portfolios and increase compliance costs associated with investment management. These regulatory changes could negatively affect our business operations and financial performance.

We operate in highly competitive markets and face significant competition from both established players and emerging startups.

In the travel sector, Travl.App competes with well-established platforms like Expedia and Booking.com, which benefit from substantial resources and market share. Additionally, Resolve Debt faces intense competition from AI-powered collections providers, requiring us to continually innovate and enhance our offerings to maintain a competitive edge. The competitive pressures in our markets could adversely affect our ability to attract users and grow our business.

Our primary competitors include other fintech platforms, AI-driven financial technology providers, and software solutions developed internally at financial institutions. Our current and potential competitors may have competitive advantages, such as greater brand recognition, longer operating histories, larger market share in certain verticals, established customer relationships, more successful marketing strategies, and significantly greater financial, technical, and other resources. Competitors with more substantial financial resources and product development capabilities may be able to respond more quickly to emerging technologies or changing customer preferences, potentially rendering our platform less competitive or obsolete.

Our competitors may also pursue acquisitions, strategic partnerships, or introduce new products with more favorable pricing or performance characteristics, which could impact our market position. Additionally, many of our competitors are well-capitalized and offer pricing discounts, incentives, or promotions that could make their offerings more attractive than ours. Further, some customers may opt to build their own solutions, creating internal competition that challenges the need for our platform.

As competition intensifies, particularly with ongoing innovation in AI and digital solutions, we expect to face greater pressure. Competitors may adopt features from our platform or introduce new innovations that resonate more strongly with customers, making it harder for us to differentiate ourselves. Increased competition could lead to reduced demand for our platform, pricing pressures, or fewer customers, which could adversely affect our revenue, margins, and overall business performance. If we are unable to retain existing customers, attract new ones, or face significant pricing pressures due to competition, our financial condition and growth prospects could be negatively impacted.

Failure to achieve technological advancements could render our platforms obsolete.

Our platforms rely on AI-driven features for personalization, compliance, and predictive analytics. If we fail to innovate or address technological bugs in a timely manner, user satisfaction and retention may decline, adversely affecting our business. Furthermore, competitors may develop superior AI technologies that overshadow our offerings, limiting our ability to remain competitive and negatively impacting our growth and revenue prospects.

We are actively developing additional AI-powered solutions, but there is no guarantee that we will successfully develop, commercialize, or scale these or future AI solutions. The depth and effectiveness of our AI applications depend significantly on the continued advancement of our core technology platforms, including our financial services, travel, and debt management solutions, as well as access to third-party data, for which there are no assurances.

Additionally, we cannot accurately predict the pricing models, regulatory landscape, or reimbursement frameworks that may apply to our AI-driven solutions in the future. The market for AI-powered decision-making tools, particularly in financial and consumer sectors, is still evolving and represents only a small fraction of their respective industries. Future regulations may emerge that could impact adoption, compliance costs, or market viability.

While we believe AI applications represent a significant long-term opportunity for us, there is no assurance that a sustainable and competitive market will develop, or that we will successfully capture market share in AI-driven financial services, travel, or debt management solutions.

Our business is subject to seasonal trends and macroeconomic pressures.

Travl.App’s performance is closely tied to travel demand, which may fluctuate due to economic downturns, pandemics, or geopolitical events. Additionally, rising interest rates could reduce user interest in financial tools such as Lever and NestEgg. These seasonal trends and macroeconomic pressures may adversely impact our revenue, growth prospects, and overall business operations.

We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We were founded in March 2022 and our limited operating history may make it difficult to make accurate predictions about our future performance. Assessing our business and future prospects may also be difficult because of the risks and difficulties we face. These risks and difficulties include our ability to:

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, and results of operations could be adversely affected. Further, because we have limited historical financial data and operate in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition, and results of operations could be adversely affected.

Our financial statements include a going concern uncertainty, which raises substantial doubt about our ability to continue as a going concern.

We have incurred recurring net losses and have not generated significant revenue for the fiscal years ended December 31, 2023, and 2022. As a result, our independent registered public accounting firm has included an explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 2023, expressing substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital, generate sufficient revenue, and achieve profitable operations. We may seek additional funding through public or private financings, collaborative arrangements, or other strategic transactions. However, there can be no assurance that such funding will be available on acceptable terms, if at all. If we are unable to obtain sufficient funding or execute our business plan successfully, we may be required to delay, reduce, or terminate operations, which could have a material adverse effect on our business, financial condition, and results of operations. As a result, there is substantial doubt about our ability to continue as a going concern, and investors should be aware that an investment in our securities involves significant risks.

Our use of AI in our products and services may result in operational challenges, legal liability, reputational concerns, and competitive risks.

AI is integrated into our platform and is a fundamental component of our AI-driven financial, travel, and debt management solutions. As with many emerging technologies, AI presents risks and challenges that could impact its development, adoption, and use, and therefore our business. AI-related risks include accuracy, bias, intellectual property concerns, data privacy, cybersecurity vulnerabilities, and the provenance of training data. For example, our AI models may incorporate third-party data, including personal, proprietary, or confidential information. If we lack the necessary rights to use such data, we could face legal exposure related to privacy violations, intellectual property disputes, or breaches of contractual obligations.

Additionally, AI regulation is evolving rapidly and may affect our ability to continue deploying AI-driven solutions. AI is under increasing scrutiny by U.S. governmental agencies, including the Federal Trade Commission (FTC) and the SEC. U.S. states and foreign jurisdictions are actively considering new AI-related regulations, such as the European Union’s proposed Artificial Intelligence Act, which could impose significant fines for non-compliance. As regulations develop, compliance obligations may become more complex and could restrict how we build, train, and deploy AI models, potentially increasing costs and limiting the scalability of our solutions.

The use of AI also presents operational and reputational risks. AI models can be flawed or biased due to insufficient, low-quality, or skewed datasets. Addressing these technical limitations and mitigating bias may prove costly and, in some cases, infeasible. If our AI-driven insights, recommendations, forecasts, or automated decisions are inaccurate, biased, or unreliable, we could face reputational damage, regulatory scrutiny, competitive disadvantages, or potential legal liability. Additionally, AI-generated content may inadvertently produce harmful, offensive, or non-compliant material, which could lead to ethical concerns and reinforce the need for human oversight in AI-driven processes.

Public perception and acceptance of AI are also critical to our success. If data scientists, engineers, or end-users misuse AI technologies, or if competitors’ AI applications generate controversy, it could negatively affect the broader AI industry and our brand reputation. Though we implement safeguards to mitigate risks, concerns related to AI’s impact on privacy, employment, decision-making, and social equity may still influence public trust and regulatory actions.

Our investments in AI technology and infrastructure are significant and may exceed initial expectations. If our platform does not function as intended, fails to meet performance expectations, or becomes difficult to use due to regulatory or reputational concerns, we may struggle to retain customers, and our competitors may gain an advantage by integrating AI more effectively.

We may experience challenges with the acquisition, development, enhancement, or deployment of technology necessary for our business.

Our platform requires advanced software and computer systems to handle increasing data volumes and perform sophisticated tasks, particularly in the areas of AI-powered fintech products. Technologies evolve rapidly, and we must continually adapt to these changes efficiently and at a reasonable cost. There is no guarantee that we will be able to develop, acquire, or integrate the necessary technologies, or that such technologies will meet our needs or operate as intended, potentially impacting our business performance.

The sizes of the markets for our current and future products have not been established with precision, and may be smaller than we estimate.

Our estimates of the total addressable markets for our current and future products are based on a number of internal and third-party assumptions, including but not limited to projected user adoption, pricing models, and the expected success of product development and commercialization. While we believe these assumptions are reasonable, they may prove to be incorrect, and market conditions may change, affecting the accuracy of our estimates. If the actual market size, product adoption, or pricing deviates from our estimates, it could negatively impact our sales, growth, and financial performance.

The industries in which we operate are subject to rapid change, which could make our current products and any future products we may develop obsolete.

The fintech and AI industries are subject to rapid technological evolution, which could render our platform, current products, and any future developments obsolete. Frequent advancements in AI technologies, new product innovations, and changing market expectations could outdate our offerings if we do not adapt swiftly. Our future success depends on staying ahead of technological changes, meeting the evolving needs of our customers, and capitalizing on emerging market opportunities. Failure to update our products or integrate cutting-edge advancements could hinder growth or lead to market decline.

If we fail to retain our existing customers or to acquire new customers in a cost-effective manner, or if our customers fail to continue using our products and services, our revenue may decrease, and our business, financial condition, and results of operations could be adversely affected.

Our ability to continue growing in the future will depend in part on our success in building and maintaining strong relationships with our customers. If any of our customers were to suspend, limit, or cease their operations, or otherwise terminate their relationships with us, it could decrease our revenue and negatively impact our growth. A diversified customer base is critical to mitigating risks associated with changes in market conditions, customer behavior, and economic factors that may affect particular sectors or industries. While we anticipate that our customer base will expand over time, some larger customers may continue to represent a significant portion of our revenue in the near term.

If we are unable to retain existing customers, acquire new customers efficiently, or if customer engagement with our products and services declines, our ability to grow could be hindered. Our ability to retain and expand relationships with our customers depends on several factors, including: our brand reputation, pricing structure, ongoing value delivery, competitor offerings, and our ability to fulfill customer agreements. Many customers do not have long-term financial commitments, which means they can reduce or stop using our products and services without penalty. Furthermore, some customers may choose to terminate agreements without cause, or with limited notice, exposing us to risk of sudden revenue loss.

Moreover, shifts in market conditions or customer needs could lead our clients to reduce their spending on our solutions, or to renegotiate terms, impacting our financial outlook. Our customers have no obligation to renew their agreements, and any renewal may come with different pricing terms, potentially unfavorable to us. Changes in customer regulations or compliance requirements could also result in customers terminating or limiting their relationship with us.

If we fail to retain key customers, acquire new clients, or grow revenue from existing relationships, our business and financial performance could be adversely affected.

Risks Related to Our Common Stock and this Offering

The market price of our shares of common stock may be volatile or may decline steeply or suddenly regardless of our operating performance, and we may not be able to meet investor or analyst expectations. You may not be able to resell your shares at or above the price you paid and may lose all or part of your investment.

If you purchase shares of our common stock in this offering, you may not be able to resell those shares at or above the price you paid. The market price of our shares may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including:

In addition, extreme price and volume fluctuations in the stock markets have affected and continue to affect the stock prices of many companies. Often, their share prices have fluctuated in ways unrelated or disproportionate to their operating performance. In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources. It could also require us to make substantial payments to satisfy judgments or to settle litigation.

An active, liquid trading market for our shares of common stock may not develop.

While our shares of common stock are quoted on the OTCQB, trading in the shares has been illiquid. Although we expect to list our shares of common stock on Nasdaq, we cannot guarantee an active public market for our shares of common stock will develop or be sustained after this offering. If an active and liquid trading market does not develop, you may have difficulty selling or may not be able to sell any of the shares that you purchase.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Several analysts may cover our stock. If one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline. An active trading market for our common stock may never develop or be sustained. If an active market for our common stock does not continue to develop or is not sustained, it may be difficult for investors to sell their shares of common stock without depressing the market price and investors may not be able to sell their securities at all. An inactive market may also impair our ability to raise capital by selling our securities and may impair our ability to acquire other businesses, applications, or technologies using our securities as consideration, which, in turn, could materially adversely affect our business and the market prices of your shares of common stock.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth:

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of common stock and cause a decline in the market value of stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered underwriter, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our common stock and have an adverse effect on the market for shares of our common stock.

Certain recent public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our common stock.

Our shares of common stock may be subject to extreme volatility that may be unrelated to the underlying performance of our business. Recently, companies with comparable anticipated public floats and 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 shares, which may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our shares of common stock experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our shares. In addition, investors in this offering may experience losses, which may be material, if the price of our shares declines after this offering or if such investors purchase our shares prior to any price decline.

Short sellers of our stock may be manipulative and may drive down the market price of our common stock.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of buying identical securities at a later date to return them to the lender. A short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is therefore in the short seller’s interest for the price of the stock to decline, some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, its business prospects and similar matters calculated to or which may create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the stock short. Issuers whose securities have historically had limited trading volumes and/or have been susceptible to relatively high volatility levels can be particularly vulnerable to such short seller attacks.

The publication of any such commentary regarding us by a short seller may bring about a temporary, or possibly long term, decline in the market price of our common stock. No assurances can be made that we will not become a target of such commentary and declines in the market price of our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise.

Management will have broad discretion as to the use of the net proceeds from this offering.

Our management will have broad discretion in the allocation of the net proceeds and could use them for purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds.

Sales of a substantial number of our shares of common stock in the public market by our existing shareholders could cause our share price to fall.

Sales of a substantial number of our shares of common stock in the public market following this offering, or the perception that these sales might occur, could depress the market price of our shares and could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities. All the shares of common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any such shares acquired by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. Furthermore, our directors, officers and certain stockholders that hold more than 5% of our shares of common stock upon the closing of this offering (assuming none of such persons purchase shares in this offering) will be subject to lock-up agreements with the underwriters of this offering that restrict their ability to transfer our shares for a period of six months from the date of this prospectus. We are unable to predict the effect that sales may have on the prevailing market price of our shares of common stock. See “Shares Eligible for Future Sale” for further information.

We do not anticipate paying any cash dividends in the foreseeable future.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our common stock as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our common stock will likely depend entirely upon any future price appreciation of our common stock. There is no guarantee that our common stock will appreciate in value, or even maintain the price at which you purchased the common stock. You may not realize a return on your investment in our common stock and you may even lose your entire investment in our common stock.

Investors in this offering will experience

immediate and substantial dilution in net tangible book value.

The public offering price per share is substantially higher than the net tangible book value per share of our outstanding shares of common stock. As a result, investors in this offering will incur immediate dilution of $[     ] per share, based on the assumed public offering price of $            per share, based on the last reported sales price for our common stock as quoted on the OTCQB on February         , 2025. Investors in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. See “Dilution” for a more complete description of how the value of your investment will be diluted upon the completion of this offering.

A significant portion of our shares of common stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

The sales of a substantial number of our shares of common stock in the public market could occur at any time. These sales, or the perception in the market that these sales may occur, could result in a decrease in the market price of our common stock. Immediately after this offering, we will have               outstanding shares of common stock, based on the number of              shares of common stock outstanding as of September 30, 2024 and as of the date of the prospectus, assuming no exercise of the underwriter’s over-allotment option. This includes the shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates or existing stockholders. Of that amount,               shares of common stock are currently restricted as a result of securities laws and/or lock-up agreements but will be able to be sold after the closing of this offering, subject to securities laws and/or lock-up agreements. If held by one of our affiliates, the resale of those securities will be subject to volume limitations under Rule 144 of the Securities Act. See “Shares Eligible for Future Sale.”

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or shares of common stock, our share price and trading volume could decline.

The trading market for our shares of common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our shares of common stock, or provide more favorable relative recommendations about our competitors, our share price would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

We may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.

We intend to continue to make investments to support our business growth and may require additional funds, beyond those generated by the offering, to respond to business challenges, including the need to enhance our products and services, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in public or private equity, equity-linked or debt financing to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to pay dividends. This may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business could be adversely affected.

If we fail to comply with the rules and regulations under the Sarbanes-Oxley Act, our operating results, our ability to operate our business and investors’ views of us may be harmed.

Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires public companies to conduct an annual review and evaluation of their internal controls. Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently. Our failure to maintain the effectiveness of our internal controls in accordance with the requirements of the Sarbanes-Oxley Act could have a material adverse effect on our business. We could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the price of our common stock.

There can be no assurances that our common stock once listed on Nasdaq will not be subject to potential delisting if we do not continue to maintain the listing requirements of Nasdaq.

We have applied to list the shares of our common stock on Nasdaq under the symbol “AIUG”. An approval of our listing application by Nasdaq will be subject to, among other things, our fulfilling all of the listing requirements of Nasdaq. In addition, Nasdaq has rules for continued listing, including, without limitation, minimum market capitalization and other requirements. Failure to maintain our listing (i.e., being de-listed from Nasdaq) would make it more difficult for stockholders to sell our common stock and more difficult to obtain accurate price quotations on our common stock. This could have an adverse effect on the price of our common stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our common stock is not traded on a national securities exchange.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In addition to these assumptions and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the following:

Any forward-looking statements contained herein are made only as of the date of this prospectus, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

USE OF PROCEEDS

Based upon an assumed public offering price of $           per share (based on the last reported sales price for the common stock as quoted on the OTCQB on                 , 2025), we estimate that we will receive net proceeds from this offering, after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us, of approximately $           million. If the underwriters exercise their option to purchase up to an additional              shares of common stock in full, we estimate that the net proceeds to us from this offering will be approximately $            million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed public offering price of $               per share would increase (decrease) the net proceeds to us from this offering after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by $           , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. An increase (decrease) of 1,000,000 in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by $         , assuming the assumed public offering price remains the same.

We intend to use the net proceeds from this offering, estimated at $             million, to support the continued growth and development of our innovative AI-powered platforms. The allocation of funds is strategically designed to enhance our operational capabilities, accelerate our market expansion, and drive value for our users and stakeholders. The anticipated use of proceeds includes:

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. However, the nature, amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management has and will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

We do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our capital stock. We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

Our ability to pay dividends to our stockholders in the future will depend upon our liquidity and capital requirements, as well as our earnings and financial condition, the general economic climate, contractual restrictions, our ability to service any equity or debt obligations senior to our common stock, and other factors deemed relevant by our board of directors.

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2024:

You should read the information in the below table together with our consolidated financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each included elsewhere in this prospectus. The as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

Each $1.00 increase (decrease) in the assumed public offering price of $           per share would increase (decrease) our as adjusted amount of total capitalization by $            , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 million in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) our as adjusted amount of total capitalization by $         , assuming no change in the assumed public offering price per share and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

DILUTION

If you invest in our common stock in this offering, you will experience immediate and substantial dilution in the as adjusted net tangible book value of your shares of common stock. Dilution in as adjusted net tangible book value represents the difference between the assumed price to the public per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately following this offering.

Our historical net tangible book value as of September 30, 2024 was $2,042,379, or $0.01 per share of common stock based upon 313,319,980 shares of common stock outstanding on such date. Our historical net tangible book value is the amount of our total tangible assets less our liabilities. Historical net tangible book value per share of common stock is our historical net tangible book value divided by the number of outstanding shares of common stock as of September 30, 2024.

Immediately after this offering, our adjusted net tangible book value of our common stock will be $           or $            per share. Adjusted net tangible book value per share represents adjusted net tangible book value divided by the total number of shares outstanding after giving effect to the sale of the shares in this offering at the assumed public offering price of $           per share (based on the last reported sales price for the common stock as quoted on the OTCQB on                , 2025) after deducting underwriting discounts and commissions and estimated offering expenses payable by us. This represents an immediate increase in as adjusted net tangible book value of $            per share to existing stockholders and an immediate dilution of $           per share to investors purchasing shares of common stock in this offering at the assumed public offering price.

The following table illustrates this dilution:

Each $1.00 increase (decrease) in the assumed public offering price of $       per share would increase (decrease) our as adjusted net tangible book value by $       per share, and would increase (decrease) dilution to new investors by $       per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 million shares in the number of shares we are offering would increase (decrease) our as adjusted net tangible book value by approximately $       per share, and would increase (decrease) dilution to new investors by approximately $       per share, assuming the assumed public offering price per share remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual public offering price, the actual number of shares that we offer in this offering and other terms of this offering determined at pricing.

If the underwriters exercise in full their overallotment option to purchase additional common stock in this offering, the as adjusted net tangible book value after the offering would be $              per share, the increase in net tangible book value to existing stockholders would be $           per share and the dilution to new investors would be $          per share, in each case assuming a public offering price of $              per share.

To the extent that outstanding options or warrants are exercised, new options or warrants are issued or we issue additional shares of common stock in the future, there will be further dilution to new investors. We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our equity holders. 

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

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors,” that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this prospectus.

Overview

AI Unlimited Group, Inc. was incorporated under the laws of the State of Delaware on March 24, 2022, under the name Lever Global Corporation, rebranded as AI Unlimited Group, Inc. on July 19, 2024, to reflect our broader expansion into AI-driven financial technology solutions. AI Unlimited Group (AIUG) is a technology efficiency company focused on leveraging state-of-the-art AI infrastructure to streamline traditionally complex, highly regulated financial processes, making them more seamless, transparent, and scalable.

The Company operates through four core technology platforms:

Each subsidiary addresses a specific market challenge, utilizing AI to enhance efficiency and accessibility within industries historically burdened by outdated financial models and compliance-heavy processes.

Lever App: Addressing the $1.8 Trillion Student Loan Market

The student loan industry in the United States is valued at $1.8 trillion, with 43 million borrowers navigating repayment programs. Historically, student loan servicing has been fragmented and inefficient, with 60% of borrowers unaware of their loan balance and 57% unclear on their repayment timelines. The Trump administration’s policy shift toward fiscal conservatism and the rollback of broad-based forgiveness programs has further increased financial pressure on borrowers, leading to a growing demand for intelligent debt optimization tools.

Lever App is designed to transform student loan repayment through AI-driven automation and predictive modeling, eliminating manual processing inefficiencies and opaque repayment structures. The platform:

The student loan servicing market is highly regulated, with strict federal oversight from the Department of Education, Consumer Financial Protection Bureau (CFPB), and various state agencies. Lever App’s AI-driven infrastructure ensures compliance while providing users with a seamless, automated approach to repayment and financial management.

AIUG’s strategy for Lever App includes expanding private loan refinancing, integrating credit score optimization tools, and leveraging AI to deliver predictive financial insights tailored to user spending behavior.