Snail, Inc.

S-11 forms-1.htm

As filed with the Securities and Exchange Commission on May 7, 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

SNAIL, INC.

(Exact name of registrant as specified in its charter)

12049 Jefferson Boulevard

(310) 988-0643

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

Xuedong Tian

Co-Chief Executive Officer

12049 Jefferson Boulevard

(310) 988-0643

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

Copies to:

Patrick J. Egan, Esq.

Blank Rome LLP

1271 Avenue of the Americas

New York, New York 10020

Telephone: (212) 885-5000

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, as amended, 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, 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(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 checkmark if the registrant has not elected 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 that 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. The Selling Securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

2,293,940 Shares of Class A common stock

This prospectus relates to the resale from time to time of up to an aggregate of 2,293,940 shares of the Class A common stock, par value $0.0001 per share (the “Class A common stock”), of Snail, Inc. (the “Company”, “we”, “us”, and “our”) by the Selling Stockholders identified in this prospectus, including their pledgees, assignees, donees, transferees or their respective successors-in-interest (the “Selling Stockholders”).

The shares of Class A common stock registered hereby will be issued (if any) pursuant to the terms of two separate Securities Purchase Agreements, dated February 21, 2025 (the “Securities Purchase Agreements”), entered into by and between us and the Selling Stockholders. Per the Securities Purchase Agreements, the Selling Stockholders agreed to purchase from us in a private placement offering (the “Offering”) two unsecured convertible promissory notes in the aggregate principal amount of $3,300,000 (each a “Note” and together, the “Notes”) pursuant to which we issued and sold to the Selling Stockholders two Notes with a 10% original issuance discount (“OID”), one of which is in the aggregate principal amount of $2,200,000 and had a purchase price of $2,000,000, which was issued to Crom Structured Opportunities Fund I, LP, a Delaware limited partnership (“Crom”), and the other was in the aggregate principal amount of $1,100,000 and had a purchase price of $1,000,000, which was issued to Jefferson Street Capital LLC (“Jefferson Street” and together with Crom, the “Selling Stockholders”).

This prospectus relates to the registration of the following 2,293,940 shares of Class A common stock that may be issued to the Selling Stockholders: (1) up to 1,529,293 shares of Class A common stock that may be issued and sold to Crom pursuant to the Securities Purchase Agreement and upon conversion of all or a portion of the Note, and (2) up to 764,647 shares of Class A common stock that may be issued and sold to Jefferson Street pursuant to the Securities Purchase Agreement and upon conversion of all or a portion of the Note. See the section of this prospectus entitled “The Private Placement Convertible Note Transaction” for addition information about the Offering.

The Selling Stockholders may sell or otherwise dispose of the shares of Class A common stock described in this prospectus in a number of different ways and at varying prices. In addition, the Selling Stockholders will pay all underwriting, brokerage fees and commissions and similar expenses. We will pay the expenses (except underwriting, brokerage fees and commissions and similar expenses) incurred in registering the shares of Class A common stock, including legal and accounting fees. See the section of this prospectus entitled “Plan of Distribution” for more information about how the Selling Stockholders may sell or otherwise dispose of the shares of Class A common stock being registered pursuant to this prospectus. The Selling Stockholders are each an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). The prices at which the Selling Stockholders may sell shares will be determined by the prevailing market price for our Class A common stock or in negotiated transactions.

We are an “emerging growth company” and a “smaller reporting company” under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See the section of this prospectus entitled “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Our Class A common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SNAL.” On May 5, 2025, the last sale price per share of our Class A common stock as reported on Nasdaq was $1.065.

Investing in our Class A common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 8 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus.

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

The date of this prospectus is , 2025.

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