SS Innovations International Inc

As filed with the Securities and Exchange Commission on February 14, 2024.

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

SS INNOVATIONS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

405, 3 rd Floor, iLabs Info Technology Centre

Udyog Vihar, Phase III

Gurugram, Haryana 122016, India

+91 73375 53469

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

Sudhir Srivastava, M.D.

Chairman and Chief Executive Officer

SS Innovations International, Inc.

1600 SE 15th Street, #512

Fort Lauderdale, Florida

+91 73375 53469

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

Copies to:

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

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, 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, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

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

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the 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 jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 14, 2024

PRELIMINARY PROSPECTUS

Shares

Common Stock

We are offering shares of common stock, $0.0001 par value per share (“Shares”), of SS Innovations International, Inc., a Florida corporation (the “Company”), in a underwritten public offering at a public offering price of $ per Share (this “Offering”).

Our common stock is currently quoted on the OTC Pink tier of the over-the-counter market (“OTCPink”) maintained by OTC Markets Group, Inc. (“OTC Markets”) under the symbol “SSII.” However, the trading market for our common stock is sporadic and extremely limited. On February 13, 2024, the closing price of our common stock on the OTC Pink was $5.50. We have applied to list our common stock on the Nasdaq Capital Market under the symbol “SSII.” There can be no assurance that we will be successful in listing our common stock on the Nasdaq Capital Market.

We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to an additional Shares, solely to cover overallotments, at the public offering price, less any underwriting discounts and commissions. If the underwriters exercise their option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ .

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our securities involves significant risks. You should review carefully the “Risk Factors” beginning on page 10 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Shares to purchasers on or about , 2024, subject to customary closing conditions.

Sole Book-Running Manager

FREEDOM CAPITAL MARKETS

The date of this prospectus is , 2024

TABLE OF CONTENTS

i