General Enterprise Ventures Inc

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

General Enterprise Ventures, Inc.

(Exact name of registrant as specified in its charter)

1740H Del Range Blvd, Suite 166

Cheyenne, WY 82009

(800)401-4535

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

Joshua Ralston, Chief Executive Officer

General Enterprise Ventures, Inc.

1740H Del Range Blvd, Suite 166

Cheyenne, WY 82009

(800) 401-4535

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

With Copies to:

Anthony F. Newton · David E. Danovitch, Esq.

Law Office of Anthony F. Newton · Aaron M. Schleicher, Esq.

16730 Creek Bend Drive · Sullivan & Worcester LLP

Sugar Land, Texas 77478 · 1251 Avenue of the Americas, 19th Floor

+1 (832) 452-0269 · New York, NY 10020

+1 (212) 660-3060

APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable after this registration statement becomes effective.

If any 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.

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 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 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 is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED OCTOBER _____, 2024

3,500,000 Shares of Common Stock

Representative’s Warrants to purchase up to 175,000 Shares of Common Stock

175,000 Shares of Common Stock underlying the Representative’s Warrants

General Enterprise Ventures, Inc.

This is a firm commitment public offering of General Enterprise Ventures, Inc., a Wyoming corporation (the “Company,” “GEVI,” “we,” “us,” or “our”). We are offering 3,500,000 shares of Common Stock, par value $0.0001 (the “Common Stock”), at an assumed initial offering price of $[•]per share of Common Stock, which is based on the last reported sales price of our Common Stock of $[•] on October _____, 2024.

Immediately after this offering, assuming an offering size as set forth above, Mr. Joshua Ralston, our President, Chief Executive officer, Chief Financial Officer and Chairman of the Board of Directors, will control approximately [•]% of our voting power through his ownership of Convertible Series A Preferred Stock, par value $0.0001 (the “Series A Preferred Stock”) (or [•]% of our voting power if the underwriter’s option to purchase additional shares is exercised in full). As a result, we expect to be a controlled company within the meaning of the corporate governance standards of the NYSE American LLC (“NYSE American”).

Prior to this offering, our Common Stock is quoted on the Pink Open Market (“OTC Pink”), maintained by OTC Markets, Inc., under the symbol “GEVI”. On [•], 2024, the last reported sale price of our Common Stock on OTC Pink was $ [•] per share ($ [•] per share. We intend to apply to list our shares of Common Stock on NYSE American under the symbol “GEVI”. No assurance can be given that our application will be approved or that a trading market will develop. This offering is contingent upon the approval of such application. If our Common Stock is not approved for listing on NYSE American, we will not consummate this offering.

The number of shares of Common Stock offered in this prospectus and all other applicable information has been determined based on an assumed public offering price of $ [•] per share, which is based on the last reported sales price of our Common Stock of $ [•] on [•], 2024. The actual public offering price of the Common Stock will be determined between the underwriters 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 assumed public offering price per share used throughout this prospectus may not be indicative of the actual public offering price for the Common Stock. See “Determination of Offering Price” for additional information.

Unless otherwise noted, the share and per share information in this prospectus reflects, other than in our financial statements and the notes thereto, a proposed reverse stock split of the outstanding Common Stock and treasury stock of the Company at an assumed 1-for ratio to occur following the time that the registration statement of which this prospectus forms a part is declared effective by the Securities and Exchange Commission (the “SEC”) and prior to the closing of the offering.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Also, we are a “smaller reporting company” (and may continue to qualify as such even after we no longer qualify as an emerging growth company). See “Risk Factors”, “Prospectus Summary -Implications of Being an Emerging Growth Company” and “Prospectus Summary - Implications of Being a Smaller Reporting Company.”

After completion of this offering, the Joshua Ralston will continue to control a majority of our outstanding common stock. As a result, we will be a “controlled company.” Under NYSE American rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain NYSE American corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:

Investing in our Common Stock involves risks. See “Risk Factors” beginning on page 12.

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 a 45-day option to Univest Securities, LLC, as representative of the underwriters (the “Representative”), exercisable one or more times in whole or in part, to purchase up to an additional 525,000 shares of Common Stock. The aggregate amount of shares of our Common Stock sold pursuant to the Representative’s option may not exceed 15% of the total shares of our Common Stock sold in this offering.

We will issue to the Representative or its designees, at the closing of this offering, warrants to purchase up to a number of shares of Common Stock equal to five percent (5%) of the aggregate number of shares of Common Stock sold in this offering (the “Representative’s Warrants”) at an exercise price equal to 110% of the initial public offering price per share of Common Stock. The Representative’s Warrants will be exercisable beginning 180 days following the commencement of sales of the securities issued in this offering and will expire five years after such date. See “Underwriting.” This prospectus also relates to the Common Stock issuable upon exercise of the Representative’s Warrants.

Delivery of the securities by the underwriters to the purchasers is expected to be made on or about [•], 2024.

Sole Book-Running Manager

The date of this prospectus is _____, 2024.

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ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus and in any free writing prospectus prepared by or on behalf of the Company and delivered or made available to you. Neither the Company, nor the underwriters, have authorized anyone to provide you with additional or different information. We are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or a free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our Common Stock. Our business, financial condition, operating results, and prospects may have changed since that date, and neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.

References to “the Company,” “we,” “GEVI,” “us,” “our” and words of like import refer to us and our subsidiaries, including, General Enterprise Ventures, Inc., Mighty Fire Breaker, LLC and Mighty Fire Breaker UK Ltd., unless the context indicates otherwise. References to General Enterprise Ventures, Inc., Mighty Fire Breaker, LLC and Mighty Fire Breaker UK Ltd., refer to the business and operations of General Enterprise Ventures, Inc., Mighty Fire Breaker, LLC and Mighty Fire Breaker UK Ltd., as the case may be, prior to acquisition by us unless the context indicates otherwise.

For investors outside the United States: the Company has not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Common Stock and the distribution of this prospectus outside of the United States.

Industry and Market Data

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications and other published independent sources. Some data is also based on our good faith estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications.

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