Greenwave Technology Solutions, Inc.

As filed with the Securities and Exchange Commission on September 18, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

4016 Raintree Road, Ste 300, Chesapeake, VA 23323

(757) 966-1432

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

Danny Meeks

Chief Executive Officer

Greenwave Technology Solutions, Inc.

4016 Raintree Road, Ste 300

Chesapeake, VA 23323

(757) 966-1432

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

Copies to:

M. Ali Panjwani

Pryor Cashman LLP

7 Times Square

New York, NY 10036

212-421-4100

Approximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statement becomes 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 of 1933, please check the following box and list the Securities Act of 1933 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 of 1933, check the following box and list the Securities Act of 1933 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 of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ☐

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

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

The information 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 jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS - SUBJECT TO COMPLETION

Dated September 18, 2026

3,571,429 Shares of Common Stock

This prospectus relates to the potential sale or other disposition from time to time by the selling stockholders of Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”) identified in this prospectus (each a “Selling Stockholder” and collectively, the “Selling Stockholders”) of up to 3,571,429 shares of our common stock, par value $0.001 per share (“Common Stock”), all of which are issuable upon conversion of outstanding Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock” and the shares issuable upon conversion thereof, the “Resale Shares”) that were sold and issued to the Selling Stockholders pursuant to the Preferred Stock Purchase Agreement, dated as of September 7, 2026, by and between the Company and the Selling Stockholders (the “Purchase Agreement”). For a description of the transaction pursuant to which this resale registration statement relates, please see the section titled “Issuance of Securities to Selling Stockholders.”

The Resale Shares may be sold by the Selling Stockholders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section titled “Plan of Distribution” of this prospectus.

The Resale Shares may be sold by the Selling Stockholders at prices determined by the prevailing market price for shares of Common Stock or in negotiated transactions. We will not receive any proceeds from the sale of the Resale Shares by the Selling Stockholders.

We will bear all costs relating to the registration of the Resale Shares, other than any Selling Stockholders’ legal or accounting costs or commissions. We will not be paying any underwriting discounts or commissions in this offering.

Our Common Stock is presently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GWAV.” The closing price of our Common Stock on September 18, 2026, as reported by Nasdaq was $2.45 per share.

Investing in our Common Stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page 6 of this prospectus and elsewhere in this prospectus for a discussion of information that should be considered in connection with an investment in our Common Stock.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

We have not registered the sale of the Resale Shares under the securities laws of any state. Brokers or dealers effecting transactions in the Resale Shares should confirm that the shares have been registered under the securities laws of the state or states in which sales of the shares occur as of the time of such sales, or that there is an available exemption from the registration requirements of the securities laws of such states.

We have not authorized anyone, including any salesperson or broker, to give oral or written information about this offering, the Company, or the Resale Shares that is different from the information included in this prospectus. You should not assume that the information in this prospectus, or any supplement to this prospectus, is accurate at any date other than the date indicated on the cover page of this prospectus or any supplement to it.

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

The date of this prospectus is ___, 2026.

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TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any free writing prospectus that we may specifically authorize to be delivered or made available to you. We have not authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. 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 may only be used where it is legal to offer and sell our securities. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

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