As filed with the Securities and Exchange Commission on January 13, 2023.

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RVeloCITY, Inc.

(Exact name of registrant as specified in its charter)

Delaware

7372

47-3952203

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

2801 E. Camelback Road, Suite 200

Phoenix, Arizona 85016

1-888-399-9505

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

Paul Kacir

Chief Executive Officer

RVeloCITY, Inc., dba RVnGO

2801 E. Camelback Road, Suite 200

Phoenix, Arizona 85016

1-888-399-9505

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

Copies to:

Serge Pavluk, Esq.

Kevin Zen, Esq.

Snell & Wilmer L.L.P.

350 South Grand Avenue, 31^st Floor

Los Angeles, CA 90071

(213) 929-2500

Peter Campitiello, Esq.

McCarter & English, LLP

Two Tower Center Boulevard, 24^thFloor

East Brunswick, NJ 08816

(732) 867-9741

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 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, 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.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

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 U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

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

	●	*Public Offering Prospectus*. A prospectus to be used for the public offering of Class A common stock through the underwriter named on the cover page of this prospectus, which we refer to as the Public Offering Prospectus.
	●	*The Resale Prospectus*. A prospectus to be used for the potential resale by selling stockholders of shares of Class A common stock; (ii) shares of Class A common stock issuable upon the exercise of warrants issuable to the representative of the underwriters upon the closing of this offering (the “Underwriter Warrants”); (iii) shares of Class A common stock issuable upon the exercise of Bridge Warrants issued to the selling stockholders, which we refer to as the Resale Prospectus.

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

	●	they contain different front covers and back covers;
	●	they contain different Offering sections in the Prospectus Summary;
	●	all references in the Public Offering Prospectus to “this offering” or “this initial public offering” will be changed to “the IPO,” defined as the underwritten initial public offering of our common stock, in the Resale Prospectus;
	●	all references in the Public Offering Prospectus to “underwriters” will be changed to “underwriters of the IPO” in the Resale Prospectus;
	●	they contain different Use of Proceeds sections;
	●	the Capitalization and Dilution sections are deleted from the Resale Prospectus;
	●	a Selling Stockholders section is included in the Resale Prospectus;
	●	the Underwriting section from the Public Offering Prospectus is deleted from the Resale Prospectus and a Plan of Distribution section is inserted in its place; and
	●	the Legal Matters section in the Resale Prospectus deletes the reference to counsel for the underwriter.

The registrant has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus, which we refer to as 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 the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the selling stockholders.

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 U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 13, 2023

PRELIMINARY PROSPECTUS

Shares

Class A Common Stock

We are offering shares of our Class A common stock, par value $0.0001 per share. This is our initial public offering and no public market currently exists for shares of our Class A common stock. We anticipate that the initial public offering price will be between $ and $ per share of our Class A common stock. We intend to apply to have our Class A common stock listed on The Nasdaq Capital Market under the symbol “RVGO”.

We believe that upon the completion of the offering contemplated by this prospectus, we will meet the standards for listing on Nasdaq. We cannot guarantee that we will be successful in listing our common stock on NASDAQ. If our common stock is not approved for listing on the NASDAQ Capital Market, we will not consummate this offering.

We have two classes of common stock: Class A common stock and Class B common stock. Each share of Class A common stock is entitled to one vote.

Each share of Class B common stock is entitled, prior to the closing of this offering, to one vote for each share held and, following the closing of this offering, to 10 votes for each share held on all matters submitted to a vote of stockholders. Paul Kacir and Gerald F. Hayden Jr. hold approximately 90.4% of the shares of our outstanding Class B common stock.

Upon the closing of this offering, our directors, officers, and principal stockholders will own (i) shares of our Class A common stock and (ii) 8,100,000 shares of our Class B common stock, representing 90.4% of the issued and outstanding shares of our Class B common stock, which together will represent approximately % of the combined voting power of both classes of our common stock outstanding immediately after this offering (or approximately % if the underwriters exercise in full their option to purchase additional shares of our Class A common stock).

Upon the closing of this offering, we will be a “controlled company” as defined under the corporate governance rules of The Nasdaq Stock Market LLC (“Nasdaq”). However, we do not currently expect to rely upon the “controlled company” exemptions. See “Principal Stockholders.”

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and will be subject to reduced public reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 14 to read about factors you should consider before buying our Class A common stock.

		Per Share		Total
Initial public offering price	$		$
Underwriting discounts and commissions⁽¹⁾	$		$
Proceeds, before expenses, to us	$		$

(1)

See “Underwriting” for additional information regarding compensation payable to the underwriters.

The offering is being underwritten on a firm commitment basis. We have granted a 45-day option to the underwriters to purchase up to additional shares of Class A common stock solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ .

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

The underwriters expect to deliver the shares of Class A common stock to purchasers on or about , 2023.

Boustead Securities, LLC

The date of this prospectus is , 2023.

TABLE OF CONTENTS

Prospectus Summary	2
The Offering	9
Summary Historical Financial Data	11
Risk Factors	14
Cautionary Note Regarding Forward-Looking Statements	35
Use of Proceeds	37
Dividend Policy	38
Capitalization	39
Dilution	40
Selected Historical Financial Data	42
Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Business	67
Management	80
Executive Compensation	85
Certain Relationships and Related Party Transactions	93
Principal Stockholders	94
Description of Capital Stock	96
Shares Eligible For Future Sale	101
Certain Material United States Federal Income Tax Considerations For Non-U.S. Holders	102
Underwriting	106
Legal Matters	107
Experts	107
Where You Can Find Additional Information	108
Index to Financial Statements	F-1

Through and including , 2023 (the 25^th day after the date of this prospectus), all dealers that buy, sell or trade shares of our Class A common stock, whether or not participating in our initial public offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriter and with respect to its unsold allotments or subscriptions.

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where such offers and sales are permitted. 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 shares of our Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or the 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, this offering and the possession and distribution of this prospectus outside of the United States.

INDUSTRY AND MARKET DATA

This prospectus contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not to give undue weight to such projections, assumptions, and estimates. Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these publications, studies, and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

Domains, TRADEMARKS, SERVICE MARKS AND TRADENAMES

We own or have rights to use a number of domain names, registered and common law trademarks, service marks and/or trade names in connection with our business in the United States and/or in certain foreign jurisdictions.

Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

We have a trademark for the name RVnGO® and, among others, pending applications for the phrase “person-to-person RV rentals”™. We have registered domain names for, among others, www.RVnGO.com, including subdomains and similar domain names.

FINANCIAL STATEMENT PRESENTATION

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

PROSPECTUS SUMMARY

This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our Class A common stock and should carefully consider, among other things, our financial statements and the related notes and the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included elsewhere in this prospectus. Unless the context requires otherwise, references in this prospectus to the “Company,” “RVnGO,” “we,” “us” and “our” refer to RVeloCITY, Inc., a Delaware corporation.

Overview

We believe in bringing people together and we are doing it with a free to Hosts person-to-person software platform for recreational vehicle rentals.

We believe in bringing people closer together and we are doing it with a peer-to-peer (or person-to-person) marketplace for recreational vehicle (“RV”) rentals, similar to Airbnb, but for RVs. Our features include:

	●	A free peer-to-peer platform with no listing or hosting fees to people who want to rent out their RVs, who we designate as “Hosts.” There is a 3% processing fee paid by people who want to rent RVs, who we designate as “Guests.” We do not charge any fees to Hosts.
	●	A complete business solution for an RV rental business, whether you have a fleet of one or 100 RVs.
	●	Compelling value-added services that give peace of mind to the Guest and Host in every rental transaction.
	●	A platform that is expanding rapidly with 73% growth in gross bookings* and 153% growth in revenue in fiscal year 2021 over the same period in fiscal year 2020, even with the positive demand effects of the COVID-19 pandemic having waned. In fiscal year 2020, our gross bookings grew more than sixteen-fold, and our revenue grew more than four-fold, from fiscal year 2019, primarily due to the positive effects of the COVID-19 pandemic on the demand for RV rentals.

		* Gross bookings represents the dollar value of bookings on our platform in a period and is inclusive of Host earnings, service fees, cleaning fees, and taxes, net of cancellations and alterations that occurred during that period.

We currently generate revenues from (1) our ‘protection plan,’ which protects the Guest and the Host during the rental period for damage caused to the RV and provides $1 million auto liability coverage that we arranged with a third-party underwriter; (2) the processing fee paid by Guests and (3) optional 24/7 roadside assistance services. Our protection plan and 24/7 roadside assistance services are part of a broader set of value-added services that we provide, as discussed further below.

We conduct our business through our website www.RVnGO.com. We provide the software and access to customers desired by Hosts. We also make it easy for Guests to find exactly what they are looking for and book the RV as easily as they would any other rental vehicle. We then provide peace of mind to both our Hosts and Guests through value-added services on every rental transaction, including protecting the integrity of the transaction before it takes place if the transaction is cancelled or failure by the Host to deliver the RV, and then during the rental if there is damage caused to the RV during the rental, arranged auto liability coverage, and other optional add-ons such as 24/7 roadside assistance services.

A screenshot of the top of our home page is below:

The Problem: There is massive demand to rent RVs (see Market Opportunity – RVing and Camping More Popular Than Ever below), but there is an acute shortage of RVs for rent because of off-season carrying costs—including expensive commercial insurance policies with monthly premiums paid by the Host that are required to rent out an RV. The over-demand for RVs has become more acute with the positive effects of COVID-19 on the demand to rent RVs. Aside from 2020, 2021 was the most popular year for searching the term ‘RV rental,’ according to Google Search Console, which we believe is one proxy showing the relative demand for RV rentals. The industry is highly fragmented, and it is hard for the estimated 2,500 small fleet owners (with an average of 20-25 units each) to reach customers without going through aggregator sites that charge as much as 30% in fees per transaction. In recent internal benchmarking that management conducted in May 2022, the same four-day, three-night transaction was found to be 23% to 48% more expensive on two competing peer-to-peer listing platforms (Outdoorsy and RVshare) than on RVnGO.

Our Solution: We created a complete business platform including listing, lead generation, eCommerce solution, booking calendar, customer management and fleet management tools. We give the small business operator the software and access to markets and customers they need to run their RV rental business, and we made it all free to the Host. By aggregating supply, we made it easy for people interested in renting an RV to find their perfect rental, and with our Host and Guest protection plan included in our value-added services, we give both Hosts and Guests peace of mind for the rental.

Market Opportunity – RVing and Camping More Popular Than Ever:

●	Before the COVID-19 pandemic, based on our own estimates, we believe there was demand for up to $35 billion annually in RV rental transactions, swamping the then-existing 200,000-unit fleet that met only $5 billion of that demand annually.

●	Currently, there are between one million to ten million searches every month for the keyword ‘RV rental’ and closely related keywords according to Google keyword search trends (www.trends.google.com) over the last twelve months.
●	Management believes that no one in the current market processes more than 5% of RV rental transactions directly or indirectly. The largest fleet operator is Cruise America, with an estimated 5,000 units.
●	The United States is estimated to represent about half of the market worldwide for RVs.
●	In a 2021 study conducted by Ipsos for The National RV Dealers Association (“RVDA”) and GoRVing, trends in RVing, including general interest and purchase intentions, particularly from more youthful demographics such as Millennials and more traditional demographic groups associated with RVing, provide a positive long-term outlook for the RV industry.
●	A 2021 study conducted by Trips To Discover found that RV prices have increased by 50% over the past decade, leading to an 80% increase in RV rentals.
●	The latest KOA Research Report indicates that 38 percent of campers who have not traveled for a year or more plan to take at least one camping trip in 2022 despite higher fuel costs.
●	The recreational vehicle rental industry remains highly seasonal, with most rentals occurring during the summer months, and in the past has also been highly cyclical, experiencing reduced demand corresponding with economic downturns as consumers reduce discretionary spending on vacations and luxury goods like RVs and RV rentals.

Management believes all these trends combine to provide a robust and positive backdrop for the continued growth of the RV industry, including RV rentals and the services provided by the Company.

Technology/ Product/ Service – A Complete Business Solution with Transformational Economics:

●	RVnGO has created a complete and custom business solution, including a Listing Platform, Transaction Lead Generation, Booking Engine, Fleet Calendar and Customer and Fleet Management Tools, coupled with value-added services protecting the Guest and the Host for each RV rental, and we made it all free to the Host, with the Guest paying for the nightly value-added services and a 3% processing fee.
●	We arranged for a third-party carrier licensed to provide up to $1 million in automobile liability coverage to the Guest and Host for travel throughout the United States and Canada for rental transactions booked on our platform. This liability coverage comes standard and is automatically included in any protection plan.
	We believe our value-added services are compelling in their own right, with Hosts and Guests being able to purchase our services for transactions originated elsewhere, and almost 50% of our transactions are for our value-added services only, where the Host and Guest originated the transaction directly, or on Facebook or Craigslist, or even competing platforms with finders’ fees, and then came to RVnGO to purchase our value-added services for the transaction.
●	We believe the transformational economics of our free platform and our value-added services has implications well beyond the RV industry.

Competitive Landscape – Fragmented Market:

Main Competitors: Our main competition is other listing sites for RV rentals in the United States, including Outdoorsy and RVShare. We believe in bringing people together by making it easy for Guests to find Hosts (regardless of whether the Host has one RV or a thousand for rent) and to fix the inefficiencies in the marketplace by making it as easy and inexpensive as possible. And unlike our competitors, we do not put up barriers to bringing together Hosts and potential Guests by charging a listing or hosting fee.

We do not consider Hosts who rent out their RVs, whether they have one RV or a fleet in the dozens or thousands of RVs, to be our competitors. Instead, they are our customers, and we are their channel to the marketplace for RV rentals. We have thousands of individuals renting their RVs on RVnGO, and we also have more than 350 fleet operators (we define a fleet operator as anyone that lists more than one RV for rent). By industry estimates and our own experience, the average fleet operator has 20-25 units, and we estimate there are approximately three fleets in the United States with more than 1,000 units. Significantly, two of those three large fleets list their RVs on RVnGO, and we are not aware that any of those three large fleets are listed on a competitor’s listing service.

Competitive Advantage: Our competitors offer third-party insurance products, and in effect create two profit-centers. None of our competitors offer a free to Hosts person-to-person platform like RVnGO, and instead our competitors charge fees for using their platform, which can amount to up to 30% of the transaction cost. By cutting out middlemen in our provision of value-added services, we have achieved pricing power, and as a result RVnGO does not charge platform fees. In recent internal benchmarking that management conducted in May 2022, the same four-day, three-night transaction was found to be 23% to 48% more expensive on two competing peer-to-peer listing platforms (Outdoorsy and RVshare) than on RVnGO. Management believes that those competing platforms may charge different transaction fees to different hosts, and accordingly actual price differences may vary on competing platforms. RVnGO does not vary the fees charged to our Hosts, it is always zero whether the Host operates a fleet of one RV or 5,000 RVs, providing a level playing field for all Hosts in our RV rental marketplace.

Team with a Track Record of Success:

●

Paul Kacir is the Founder & Chief Executive Officer, with a background in economics, corporate law and holding a Master of Business Administration, he led First Solar (NASDAQ: FSLR) as VP & General Counsel through its initial public offering and is now leading the transformation of RV person-to-person marketplaces.

●

We have a qualified senior team supporting our marketplace disruptions, including Gerald F. Hayden Jr., Secretary and Chief Risk Officer, who was previously a Corporate Partner at Dentons, an international law firm; Bryan Kleinlein our Chief Financial Officer who was formerly the Treasurer and assistant Chief Financial Officer at Best Western; Richard Saling, our Chief Marketing Officer, who has more than 15 years’ experience in his field. As of our fiscal year end on November 30, 2021, we had 19 full-time employees headquartered in Phoenix, AZ.

●

The independent director nominees to our Board of Directors are: Frederick W. Weidinger, the Founder and Chief Executive officer of Robotic Vision Technologies, Inc., a provider of vision systems for manufacturing robots, and with a finance degree from University of Nebraska and a law degree and a Master of Business Administration from Creighton University; Korey A. Boals, Principal of AA Tax CPA and has a Bachelors of Science degree in Accounting from Valparaiso University in northwest Indiana; and [ ].

RVnGO Milestones:

	●	Summer 2018: Minimum viable product launched and first dollar of revenue.
	●	Summer 2019: RVnGO closed a Seed Equity Round that funded our start-up growth.
	●	January 2020: Reached 4,000 active listings, including the second largest RV fleet operator in the United States (El Monte).
	●	Summer 2020: Closed an equity round of financing that funded continued growth; organic traffic doubled monthly with the increased interest in RVing, largely due to the COVID-19 pandemic.
	●	October 2020: Added the ability for RV owners to list new and used RVs for sale. The feature is free and brings people together to buy and sell RVs. It allows Hosts to rent while they wait to sell, the unique ability for Guests to find RVs they can try before they buy, or rent to own, and it fits our Hosts’ business models because they often both sell and rent RVs, and often wish to offer the same RV for sale or rent.
	●	End of Fiscal Year 2020: Finished the fiscal year with 1,594% growth in gross bookings from the prior year. RVnGO won the top prize in the Arizona Innovation Challenge run by the Arizona Corporate Authority recognizing Arizona’s most innovative, fastest growing and most promising companies, beating out more than 400 other entrants.
	●	February 2021: Third largest fleet operator in America began listing on the platform (Road Bear), and RVnGO surpassed 200 fleet operators and 900 individual Hosts.
	●	April 2021: Growth continued for RVnGO during the traditionally slower off-season, reaching 45,000 monthly organic users as measured by Ahrefs.com.
	●	September 2021: Reached 185,000 monthly organic users as measured by Ahrefs.com.
	●	End of Fiscal Year 2021: Surpassed 16,000 active registered users including 1,900 Hosts and 350 fleet operators on the platform. We had 73% growth in gross bookings and 153% growth in revenue over the same period last year.
	●	End of the Third Fiscal Quarter 2022: More than 20,000 active registered users including 2,600 hosts and 550 fleet operators.

The Company has not yet achieved profitability, incurring net losses for each of its fiscal years since formation. There is also substantial doubt about the Company continuing as a going concern without further financing. See in the Risk Factors – Risks Related to Our Indebtedness, Financial Condition, and Financial Reporting.

Recent Transactions

Corporate Reorganization

On April 5, 2022, we completed a statutory conversion to change the Company’s corporate domicile from Arizona to Delaware, which conversion also entailed the replacement of the Company’s Series A common stock and Series B common stock with Class A common stock and Class B common stock of the post-conversion Delaware corporation (with each outstanding share of Series A common stock at the time of conversion being converted into one share of Class A common stock of the Delaware corporation, and each outstanding share of Series B common stock at the time of conversion being converted into one share of Class B common stock of the Delaware corporation) and the adoption of new rights, preferences and privileges of such Class A common stock and Class B common stock (the “Corporate Reorganization”). The Corporate Reorganization was intended to better position the Company for this initial public offering and listing of the Class A common stock for trading on the Nasdaq Capital Market.

Convertible Notes Offerings

Between January 8, 2022 and February 28, 2022, we entered into, issued, and sold convertible promissory notes to certain investors in the aggregate principal amount of $1.755 million (the “Convertible Notes”). The Convertible Notes have an annual interest rate of 6% and mature after three years. Upon the closing of this offering, the outstanding principal and accrued interest under the Convertible Notes will automatically (and without any action on the part of the note holders) be converted into shares of our Class A common stock at a conversion price equal to 60% of the initial public offering price of our Class A common stock (the “Conversion Price”). The Convertible Notes will also automatically convert if, prior to the maturity date of such notes and prior to the closing of this offering, the Company undergoes a change of control, reverse merger, or merger with a special purpose acquisition company (SPAC), at a conversion price equal to 60% of the aggregate consideration in any such transaction, divided by the total number of outstanding shares of the acquiror resulting from such transaction. The outstanding principal and accrued interest under the Convertible Notes may also be converted at any time at the option of each note holder into our Class A common stock at a price equal to the price per share determined by dividing $50 million by the total number of outstanding shares of Class A common stock and Class B common stock. In the event neither this offering nor any other liquidity event is consummated within twelve months of the issue date of the Convertible Notes, we may elect either to (a) repay the Convertible Notes in whole or in part (subject to the conversion rights of the note holders), or (b) if we do not repay the Convertible Notes, the unpaid principal amount of the Convertible Notes will automatically increase to 110% of the outstanding principal amount. We may also elect to prepay the Convertible Note at any time after March 31, 2022 upon 20 business days’ prior written notice to the note holders.

On January 21, 2022 and February 24, 2022, in connection with the Convertible Notes offerings, we issued certain warrants to purchase our Class A common stock to Boustead Securities, LLC, as placement agent (the “Boustead Convertible Note Warrants”). Pursuant to the Boustead Convertible Note Warrants, Boustead Securities, LLC may purchase such number of shares of our Class A common stock (subject to adjustment) equal to 7% of the number of shares of Class A common stock into which the Convertible Notes convert into pursuant to their terms at an exercise price equal to the Conversion Price. The Boustead Convertible Note Warrants expire five years from their respective date of issuance.

Series A Common Stock Offering

Between March 2021 and October 2021, we sold 5,914,500 shares of our Series A common stock of our pre-conversion Arizona corporation to certain investors in an unregistered private placement offering, at a price per share equal to $0.40 per share for the first tranche and $0.50 per share for the balance, for an aggregate purchase price of approximately $2,781,000.

Series B Common Stock Exchange Offer

On March 15, 2022, we made an offer to substantially all holders of our Series B common stock (other than Paul Kacir and Gerald F. Hayden Jr.), to exchange all or a portion of their shares of Series B common stock for shares of our Series A common stock on a one-for-one basis (the “Exchange Offer”). Pursuant to the Exchange Offer, an aggregate of 4,611,767 shares of Series B common stock was exchanged for 4,611,767 shares of Series A common stock. The principal purpose of the Exchange Offer was to ensure that the special voting rights that will apply to the Class B common stock commencing upon the closing of this offering would apply only to Paul Kacir and a limited number of other Company insiders, so that those persons could control the direction of the Company during its growth phase and help prevent any potential hostile, third party takeover bids that would be subject to a stockholder vote. In addition, as the Class B common stock does not have the right to receive dividends (subject to certain limited exceptions), the Company wanted to allow stockholders to obtain the full economic benefit of their prior investments in the Company and exchange their Series B common stock for Series A common stock in advance of the effective time of our conversion to a Delaware corporation, so that such stockholders would receive shares of Class A common stock of the Delaware corporation, which shares in turn would be entitled to dividends, if any, as and when declared by the board of directors.

Bridge Loans

Between May 18, 2022 and July 8, 2022, we entered into certain loan documents (the “May 2022 Bridge Loan Documents”) pursuant to which we issued and sold units to certain investors consisting of unsecured promissory notes in the aggregate principal amount of $1.8 million and warrants to purchase Class A common stock (the “Bridge Warrants”) issued automatically upon the purchase of such notes. On September 23, 2022, we entered into a new set of loan documents (the “September 2022 Bridge Loan Documents”) pursuant to which we issued and sold units to certain investors consisting of unsecured promissory notes in the aggregate principal amount of $1,050,000 (collectively under both the May 2022 Bridge Loan Documents and the September 2022 Bridge Loan Documents, the “Bridge Notes”), and Bridge Warrants issued automatically upon the purchase of such notes. The Bridge Notes issued under the May 2022 Bridge Loan Documents have an annual interest rate of 10% and mature upon the closing of this offering or June 30, 2023, whichever occurs first. The Bridge Notes issued under the September 2022 Bridge Loan Documents have an annual interest rate of 10% and mature upon the closing of this offering or October 31, 2025, whichever occurs first. The Company may also elect to prepay the Bridge Notes at any time without penalty or premium. Each investor purchasing Bridge Notes also received Bridge Warrants to purchase a number of shares of Class A common stock (the “Bridge Warrant Shares”) that is equal to the initial principal amount of such investor’s Bridge Note divided by $2.50. The Bridge Warrants have an exercise price equal to the lower of $2.50 or 50% of the price of the Class A common stock in this offering and are exercisable at any time following the date of issuance for a period of five years from the date of issuance. In connection with the closing of this offering, the Company is also causing to be filed a registration statement covering the Bridge Warrant Shares, provided that 50% of such Bridge Warrant Shares shall be subject to a 6-month lock-up period commencing upon the closing of this offering.

Summary Risk Factors

Participating in this offering involves substantial risk. Our ability to execute our strategy is also subject to certain risks. The risks described under the heading “Risk Factors” included elsewhere in this prospectus may cause us to be unable to successfully execute all or part of our strategy, and if any of them actually occurs, our business, prospects, operating results and/or financial condition could suffer materially, the trading price of our Class A common stock could decline and you could lose all or part of your investment. Some of the most significant challenges and risks include the following:

	●	Our business is both cyclical and seasonal and subject to fluctuations in net income.
	●	Our business may be sensitive to economic conditions, including those that impact consumer spending.
	●	The RV industry is concentrated in the United States and Canada and is not geographically diversified globally.

	●	If we fail to retain existing Hosts or add new Hosts, or if Hosts fail to provide high-quality inventory, our business, results of operations, and financial condition would be materially adversely affected.
	●	If we fail to retain existing Guests or add new Guests, our business, results of operations, and financial condition would be materially adversely affected.
	●	The business and industry in which we participate are highly competitive, and we may be unable to compete successfully with our current or future competitors.
	●	We are dependent on a single carrier to provide automobile liability coverage for RVs.
	●	The coverage afforded under the auto liability insurance policy and business insurance policy may be inadequate for the needs of our business or our third-party insurer may be unable or unwilling to meet our coverage requirements, which could materially adversely affect our business, results of operations, and financial condition.
	●	The ongoing and prolonged COVID-19 pandemic has impacted our operations and results of operations and has had, and may continue to have, a material adverse effect on our business, growth prospects, financial condition, results of operations and/or cash flows.
	●	We are reliant on the retention of certain key personnel and the hiring of strategically valuable personnel, and we may lose or be unable to hire one or more of such personnel.
	●	The success of our business relies heavily on our marketing and branding efforts, and these efforts may not be successful.
	●	Our business partners may be unable to honor their obligations to us or their actions may put us at risk.
	●	Because our success depends substantially on our ability to maintain a professional reputation, adverse publicity concerning us, one of our businesses, or our key personnel could adversely affect our business.
	●	We have incurred significant losses since our inception, and we may continue to experience losses in the future.
	●	Our limited operating history makes it difficult to evaluate our current business and future prospects, and we may not be able to effectively grow our business or implement our business strategies, which could have a material adverse effect on our business.
	●	There is substantial doubt about our ability to continue as a going concern without the proceeds from this offering.
	●	Following this offering, we may require additional capital to meet our financial obligations and to support our business growth, and this capital might not be available on acceptable terms or at all.
	●	We are an emerging growth company and a smaller reporting company, and we cannot be certain if the reduced disclosure requirements applicable to us will make our Class A common stock less attractive to investors.
	●	The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.
	●	Our directors, officers and principal stockholders control the direction of our business, and their ownership of our Class A common stock and Class B common stock will prevent you and other stockholders from influencing significant decisions.

Corporate Information

RVeloCITY, Inc., dba RVnGO was founded in Arizona on April 30, 2015, under number 2002188-5. Our principal executive offices are located at 2801 E. Camelback Road, Suite 200, Phoenix, Arizona 85016, and our telephone number is 1-888-399-9505. Our fiscal year-end is November 30. On April 5, 2022, the Company converted to a Delaware corporation. Our principal corporate website address is www.rvngo.com. Our principal corporate website and other websites referred to in this prospectus, and the information contained therein or connected thereto, shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” (an “EGC”), as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). As an EGC, we are eligible to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to larger, non-EGC public companies. As an EGC, among other things, we are eligible to:

	●	provide only 2 years of audited financial statements and only 2 years of related management’s discussion and analysis of financial condition and results of operations disclosure;

	●	provide reduced disclosures regarding executive compensation under Item 402 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

	●	not seek non-binding advisory votes on executive compensation or golden parachute arrangements; and

	●	not obtain from our auditor attestations regarding our assessment of the effectiveness of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (“SOX”).

The JOBS Act also permits EGCs, like us, to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to take advantage of this provision and, as a result, we will not be required to comply with new or revised accounting standards until those standards would otherwise apply to private companies.

Under the JOBS Act, we are permitted to take advantage of the SEC’s EGC disclosure exemptions until the end of the fiscal year in which the 5^th anniversary of this offering occurs, or such earlier time that we no longer qualify as an EGC. After such period, we would cease to qualify as an EGC if we attain $1.07 billion or more in annual revenues, become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, or issue more than $1.0 billion of non-convertible debt securities over a 3-year period. From time to time, we may choose to take advantage of one or more of these reduced disclosure requirements. Even if we were to no longer qualify as an EGC, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements discussed above, as well as others.

We have elected to take advantage of some of the reduced disclosure obligations regarding financial statements and executive compensation in this prospectus and may elect to take advantage of other reduced disclosure requirements in future filings. As a result, the information we provide to our stockholders may be different than you might receive from non-EGCs.

THE OFFERING

Issuer		RVeloCITY, Inc., a Delaware corporation

Class A common stock offered by us		shares

Underwriters’ option to purchase additional shares of Class A common stock from us		shares

Total Class A common stock to be outstanding immediately after this offering		shares (or shares if the underwriters’ option to purchase additional shares from us is exercised in full) (with each share having one vote per share)

Total Class B common stock to be outstanding immediately after this offering		8,958,000 shares (with each share having, following the closing of this offering, 10 votes per share)

Use of proceeds		We estimate that our net proceeds from the sale of our Class A common stock that we are offering in this prospectus will be approximately $ million (or approximately $ million if the underwriters’ option to purchase additional shares of our Class A common stock from us is exercised in full), assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for repayment of all of the Bridge Notes and for working capital and general corporate purposes, which could include, without limitation, expenditures for research and development, sales and marketing activities, recruiting and retaining employees, funding future strategic transactions and other business opportunities, and other corporate expenditures. See “Use of Proceeds” for additional information.

Voting rights		We have two classes of common stock: Class A common stock and Class B common stock. Class A common stock will be entitled to one vote per share and Class B common stock will be entitled, following the closing of this offering, to 10 votes per share.

		Holders of Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our certificate of incorporation. Upon the closing of this offering, our directors, officers, and principal stockholders will own (i) shares of our Class A common stock and (ii) 8,100,000 shares of our Class B common stock, representing 90.4% of the issued and outstanding shares of our Class B common stock, which together will represent approximately % of the combined voting power of both classes of our common stock outstanding immediately after this offering (or % if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). As a result, our directors, officers, and principal stockholders will have the ability to control the outcome of all matters submitted to our stockholders for approval, including, without limitation, the election of our directors and the approval of any change in control transaction.

Over-allotment Option		We have granted to the underwriters an option to purchase up to an additional ________ shares of Class A common stock exercisable solely to cover over-allotments, if any, at the applicable public offering price less the underwriting discounts and commissions shown on the cover page of this prospectus. The representative may exercise this option in full or in part at any time and from time to time until 45 days after the date of this prospectus.

Lockups		We, our directors, executive officers, and certain stockholders have agreed not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of at least twelve months after the date of this prospectus; provided however that after the initial six months following the date of this offering, stockholders subject to the lock-up will have limited ability to resell shares subject to certain limitations. See “Underwriting” for more information.

Risk factors		See “Risk Factors” to read about factors you should consider before buying shares of our Class A common stock.

Proposed trading symbol		We intend to apply to have our Class A common stock listed on the NASDAQ Capital Market under the symbol “RVGO”

The number of shares of our Class A common stock and Class B common stock to be outstanding immediately after this offering is based on shares of our Class A common stock and shares of our Class B common stock outstanding as of , 2023, and excludes the following:

	●	7,526,710 shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock that were outstanding as of , 2023, with a weighted-average exercise price of $0.34 per share, pursuant to the RVeloCITY, Inc. Amended and Restated Omnibus Incentive Compensation Plan (the “Incentive Compensation Plan”);

	●	10,955,951 shares of our Class A common stock issuable upon the exercise of warrants to purchase shares of our Class A common stock that were outstanding as of , 2023, with a weighted-average exercise price of $0.26 per share;

	●	shares of our Class A common stock issuable upon the exercise of warrants to purchase shares of our Class A common stock that we will issue to Boustead Securities, LLC in connection with this offering (representing an aggregate of 7% of the aggregate number of the shares sold in this offering at an exercise price equal to 100% of the offering price of the shares sold in this offering);

	●	shares of our Class A common stock issuable upon the exercise of the Boustead Convertible Note Warrants at an exercise price equal to the Conversion Price;

	●	375,000 shares of our Class A common stock issuable upon the vesting of restricted stock units to be awarded to each of our current non-employee directors in connection with this offering; and

	●	1,909,376 shares of our Class A common stock reserved for future issuance under the Incentive Compensation Plan.

In addition, unless we specifically state otherwise, the information in this prospectus assumes:

	●	an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus;

	●	the automatic conversion of the Convertible Notes into an aggregate of shares of our Class A common stock, the conversion of which will occur immediately prior to the completion of this offering;

	●	no exercise of the outstanding options and warrants described above; and

	●	no exercise by the underwriters of their option to purchase an additional shares of our Class A common stock.

Summary Historical Financial AND OTHER Data

The following tables set forth a summary of our historical financial data as of, and for the periods ended on, the dates indicated. The summary historical statements of operations data for the years ended November 30, 2020 and 2021 and the selected historical balance sheet data as of November 30, 2021 presented below have been derived from our audited financial statements included elsewhere in this prospectus. The summary historical statements of operations data for the nine months ended August 31, 2021 and 2022 and the selected historical balance sheet data as of August 31, 2022 presented below have been derived from our unaudited interim financial statements included elsewhere in this prospectus.

The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. You should read this data together with our financial statements and related notes appearing elsewhere in this prospectus and the information contained under the headings “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Year Ended November 30,						Nine Months Ended August 31,
	2020			2021			2021			2022
							(Unaudited)			(Unaudited)
Revenue	$	133,983		$	338,967		$	291,418			313,690
Cost of revenue		143,841			415,105			296,523			534,579
Gross profit (loss)		(9,858	)		(76,138	)		(5,105	)		(220,889	)
Operating expenses		(2,668,241	)		(3,465,859	)		(2,088,161	)		(6,136,007	)
Loss from operations		(2,678,099	)		(3,541,997	)		(2,093,266	)		(6,356,896	)
Other income (expense)		(27,712	)		112,163			(4,087	)		(20,228	)
Loss before income taxes		(2,705,811	)		(3,429,834	)		(2,097,353	)		(6,377,124	)
Provision for income taxes		-			-			-			-
Net loss (1)	$	(2,705,811	)	$	(3,429,834	)		(2,097,353	)		(6,377,124	)
Weighted average shares outstanding		36,962,143			43,663,795			42,672,964			47,155,029
Net loss per share – basic and diluted	$	(0.07	)	$	(0.08	)	$	(0.05	)	$	(0.14	)

(1)

In the second quarter of 2022, the Company incurred a one-time expense of $1,475,765 as a result of the Exchange Offer and the resulting exchange of certain shares of the Company’s Series B common stock for shares of the Company’s Series A common stock, which was effected in connection with the Corporate Reorganization. This stock-based compensation modification valuation was based on a third-party valuation study to account for the change in fair value at the date of the exchange.

	As of November 30, 2021			As of August 31, 2022
	Actual			Actual			Pro Forma⁽¹⁾	Pro Forma as Adjusted ⁽²⁾⁽³⁾
				(Unaudited)			(Unaudited)
Balance Sheet Data:
Cash	$	447,502		$	339,707		$	$
Working capital⁽⁴⁾	$	479,000		$	(2,167,097	)	$	$
Total assets	$	1,050,120			805,489		$	$
Total liabilities	$	564,870			4,579,107		$	$
Accumulated deficit	$	(10,570,072	)		(16,947,196	)	$	$
Total equity	$	485,250			(3,771,118	)	$	$

	(1)	The pro forma column in the balance sheet data table above reflects (i) the net issuance of shares of our Class A common stock upon the conversion of the Convertible Notes immediately prior to the closing of this initial public offering (based on the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus); and (ii) stock-based compensation expense of [$ ] related to stock options granted under the Equity Plan for which the service-based vesting condition was satisfied or partially satisfied as of August 31, 2022, reflected as an increase to additional paid-in capital and accumulated deficit.

	(2)	The pro forma as adjusted column reflects: (i) the pro forma adjustments set forth in footnote (1) above; and (ii) the sale of shares of our Class A common stock in this offering at an assumed initial public offering price per share of $ , which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	(3)	The pro forma as adjusted information discussed above is illustrative only and will depend on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price per share of $ , which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, each of our pro forma as adjusted cash, cash equivalents and marketable securities, working capital, total assets, additional paid-in capital, and total stockholders’ equity by approximately $ million, assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each 1.0 million share increase or decrease in the number of shares of Class A common stock offered in this offering would increase or decrease, as applicable, each of our pro forma as adjusted cash, cash equivalents and marketable securities, working capital, total assets, additional paid-in capital, and total stockholders’ equity by approximately $ million, assuming that the initial public offering price per share remains at $ , which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	(4)	We define working capital as current assets less current liabilities.

Key Business Metrics

We review the following key business metrics to measure our performance, identify trends, formulate financial projections, and make strategic decisions. We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies that may calculate similarly titled metrics in a different way.

	Fiscal year ended November 30					Nine Months Ended
	2020		2021			August 31, 2022
Nights Booked (1)		2,572		6,547			6,403
Gross Bookings (2)	$	828,541	$	1,442,469		$	1,465,279
Revenue	$	133,983	$	338,967		$	313,690	(3)
Loss from operations	$	(2,678,099)	$	(3,541,997	)	$	(6,356,896	)(3)(4)

(1)

Nights Booked on our platform in a period represents the sum of the total number of nights fulfilled for rentals that occurred in that period.

	(2)	Gross Bookings represents the dollar value of bookings on our platform in a period and is inclusive of Host earnings, service fees, cleaning fees, and taxes, net of cancellations and alterations that occurred during that period.

	(3)	Revenue and Loss from operations are unaudited for the period of nine months ended August 31, 2022.

	(4)	In the second quarter of 2022, the Company incurred a one-time expense of $1,475,765 as a result of the Exchange Offer and the resulting exchange of certain shares of the Company’s Series B common stock for shares of the Company’s Series A common stock, which was effected in connection with the Corporate Reorganization. This stock-based compensation modification valuation was based on a third-party valuation study to account for the change in fair value at the date of the exchange.

The following quarterly information has not been audited or reviewed by the Company’s independent registered public accounting firm.

Quarterly Statements of Operations (Unaudited)

	Three Months Ended
	Feb 29, 2020			May 31, 2020			Aug 31, 2020			Nov 30, 2020			Feb 28, 2021			May 31, 2021			Aug 31, 2021			Nov 30, 2021			Feb 28, 2022			May 31, 2022			Aug 31, 2022

Revenue	$	13,333		$	5,257		$	67,162		$	48,229		$	34,613		$	80,999		$	175,804		$	47,549		$	29,842		$	74,510		$	209,338
Costs and expenses
Cost of revenue		24,025			25,756			61,320			32,739			46,073			55,301			195,148			118,582			171,444			81,907			281,227
Sales and marketing		185,473			125,772			239,261			241,004			215,032			249,577			374,134			469,650			798,703			518,020			422,974
General & administrative		189,932			424,862			645,601			468,627			275,808			453,315			439,940			759,574			937,818			2,331,896			765,687
Research and development		27,132			39,050			29,024			52,498			44,235			45,869			57,385			81,341			120,170			116,883			123,857
Total costs and expenses		426,562			615,440			975,207			794,870			581,148			804,062			1,066,607			1,429,147			2,028,135			3,048,706			1,593,745

Loss from operations		(413,229	)		(610,185	)		(908,044	)		(746,640	)		(546,535	)		(723,063	)		(890,803	)		(1,381,598	)		(1,998,293	)		(2,974,196	)		(1,384,407	)
Net other income (expenses)		0			(7,200	)		(11,135	)		(9,376	)		(498	)		(2,450	)		(580	)		115,690			118,623			(32,373	)		(106,478	)
Net loss	$	(413,229	)	$	(617,384	)	$	(919,179	)	$	(756,016	)	$	(547,033	)	$	(725,513	)	$	(891,383	)	$	(1,265,908	)	$	(1,879,670	)	$	(3,006,569	)	$	(1,490,885	)

Quarterly Statement of Operations, as a Percent of Revenue (Unaudited)

	Three Months Ended
	Feb 29, 2020			May 31, 2020			Aug 31, 2020			Nov 30, 2020			Feb 28, 2021			May 31, 2021			Aug 31, 2021			Nov 30, 2021			Feb 28, 2022			May 31, 2022			Aug 31, 2022

Revenue		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%
Costs and expenses
Cost of revenue		180			490			91			68			133			68			111			249			575			110			134
Sales and marketing		1,391			2,392			356			500			621			308			213			988			2,676			695			202
General & administrative		1,424			8,081			961			981			797			560			250			1,597			3,143			3,130			366
Research and development		203			743			43			109			128			57			33			171			403			157			59
Total costs and expenses		3,199			11,706			1,452			1,648			1,679			993			607			3,006			6,796			4,092			761
Loss from operations		(3,099	)		(11,606	)		(1,352	)		(1,548	)		(1,579	)		(893	)		(507	)		(2,906	)		(6,696	)		(3,992	)		(661	)
Net other income (expenses)		0			(137	)		(17	)		(19	)		(1	)		(3	)		(0	)		243			398			(43	)		(51	)
Net loss		(3,099	)%		(11,744	)%		(1,369	)%		(1,568	)%		(1,580	)%		(896	)%		(507	)%		(2,662	)%		(6,299	)%		(4,035	)%		(712	)%

Quarterly Key Business Metrics (Unaudited)

	Three Months Ended
	Feb 29, 2020		May 31, 2020		Aug 31, 2020		Nov 30, 2020		Feb 28, 2021		May 31, 2021		Aug 31, 2021		Nov 30, 2021		Feb 28, 2022		May 31, 2022		Aug 31, 2022

Nights Booked		192		230		1,139		1,011		681		1,356		2,503		2,007		912		1,878		3,613
Gross Bookings		34,888		34,122		438,821		320,706		117,572		308,548		675,030		341,316		270,064		371,430		823,784

For additional information about our key business metrics, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics.”

Risk Factors

This offering and investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this prospectus, including our financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our Class A common stock. If any of the following risks actually occurs, our business, prospects, operating results and/or financial condition could suffer materially, the trading price of our Class A common stock could decline, and you could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business.

Risks Related to Our Operations and the Travel and Recreational Vehicle Industries

Our business is both cyclical and seasonal and subject to fluctuations in net income.

The recreational vehicle (“RV”) industry has historically been characterized by cycles of growth and contraction in consumer demand, reflecting prevailing economic and demographic conditions, which affect disposable income for leisure-time activities. Consequently, the results of any prior period may not be indicative of results for any future period.

In addition, we have experienced in the past, and expect to experience in future periods, significant variability in quarterly sales, production and net income as a result of annual seasonality in our business. Since RVs are used primarily by vacationers and campers, historically, demand in the RV industry generally declines during the fall and winter months, while sales and profits are generally highest during the spring and summer months. Recent factors resulting from the COVID-19 pandemic, such as high consumer demand for RVs, low independent dealer inventory and constraints in the labor pool and supply chain, have been disrupting, and may continue to disrupt, the historical trends in the seasonality of our business in North America.

We are required to incur substantial advertising and promotion expenses in the offseason, and we do not recognize revenue nor have access to the booking deposits before the rental takes place, resulting in significant cash-flow needs in the off-season. If we do not have sufficient capital resources in the off-season, our operations may be negatively affected, including our growth plans to become profitable.

Our business may be sensitive to economic conditions, including those that impact consumer spending.

Our revenues are predominately driven by discretionary spending by consumers on vacations. We are particularly susceptible to declines in consumer spending as a result of market conditions and risks specific to the travel industry, which include the availability and popularity of other forms of entertainment and leisure. Companies within the recreational vehicle and travel industries are subject to volatility in operating results due to external factors, such as general economic conditions, credit availability, consumer confidence, employment rates, prevailing interest rates, inflation, other economic conditions affecting consumer attitudes and disposable consumer income, demographic changes, international conflict, and geopolitical changes, in part because the decision to rent an RV is often viewed as a consumer discretionary purchase. Specific external factors affecting our business include:

	●	COVID-19, including the impact of the pandemic on our employees, customers and suppliers and steps taken by governments and other actors to respond to the pandemic;
	●	Overall consumer confidence and the level of discretionary consumer spending;
	●	Fuel shortages or high fuel prices;
	●	Legislative, regulatory and tax law and/or policy developments including their potential impact on our customers;
	●	Interest rate fluctuations and the availability of credit, including the potential impact of these items on our customers;
	●	Success of new and existing platforms and services, including the success of our competitors with new platforms services they may introduce;
	●	Consumer spending habits and preferences regarding leisure activities;
	●	RV consumer demographics;
	●	Employment and wage trends;
	●	Global, domestic or regional financial or political turmoil, including the recent Russian invasion of Ukraine;
	●	Natural disasters;
	●	Relative or perceived safety, cost, availability and comfort of RV use versus other modes of travel, such as car, cruise ships, air or rail travel; and
	●	General economic, market and political conditions, including war, terrorism and military conflict.

Accordingly, our platform is particularly sensitive to economic cycles, as consumers are generally more willing to make discretionary purchases, including renting an RV, during periods in which favorable economic conditions prevail. Reduced consumer spending may in the future result in reduced demand for our platform and may also require increased selling and promotional expenses, which has had and may continue to have an adverse effect on our business, financial condition and operating results.

The RV industry is concentrated in the United States and Canada and is not geographically diversified globally.

According to industry estimates, the United States represents at least half the world’s demand for RVs. We expect to have all of our operations centered around the United States this year, with expansion into Canada in coming years and possible expansion into Western Europe, Australia and New Zealand in the future. Currently, the Company has, and for the near future will continue to have, limited global diversification outside of North America, leaving it susceptible to regional economic, geopolitical and natural impacts particular to North America, including:

	●	We could, in the future, experience employee retention and recruitment challenges as employees with industry knowledge and experience have been, and may continue to be, attracted to other positions or opportunities, and their ability to change employers is relatively easy; and
	●	The potential exists for a greater adverse impact from natural disasters, such as weather-related events and pandemics.

If we fail to retain existing Hosts or add new Hosts, or if Hosts fail to provide high-quality inventory, our business, results of operations, and financial condition would be materially adversely affected.

Our business depends on Hosts maintaining their listings on our platform and engaging in practices that encourage Guests to book those listings, including providing timely responses to inquiries from Guests, offering a variety of desirable and differentiated listings at competitive prices that meet the expectations of Guests, and offering exceptional services and experiences to Guests. These practices are outside of our direct control. If Hosts do not establish or maintain a sufficient number of listings and availability for listings, the number of RVs booked declines for a particular period, or the number of Hosts and Guests purchasing our valued added services declines, our revenue would decline and our business, results of operations, and financial condition would be materially adversely affected.

Hosts manage and control their offerings and typically market them on our platform with no obligation to make them available to Guests for specified dates and with no obligation to accept bookings from prospective Guests. We have had many Hosts list their RVs on our platform in one period and cease to offer these RVs in subsequent periods for a variety of reasons. While we plan to continue to invest in our Host community and in tools to assist Hosts, these investments may not be successful in growing our Hosts and listings on our platform. In addition, Hosts may not establish or maintain listings if we cannot attract prospective Guests to our platform and generate bookings from a large number of Guests. If we are unable to retain existing Hosts or add new Hosts, or if Hosts elect to market their listings exclusively with a competitor or cross-list with a competitor, we may be unable to offer a sufficient supply and variety of RVs to attract Guests to use our platform. In particular, it is critical that we continue to attract and retain individual Hosts who list their RVs on RVnGO. We attract individual Hosts predominantly through organic channels such as word of mouth and our strong brand recognition. If we are unable to attract and retain individual Hosts in a cost-effective manner, or at all, our business, results of operations, and financial condition would be materially adversely affected.

Professional Hosts (or fleet operators) expand the types of listings available to our Guests. These professional Hosts often list on our platform as well as on the platforms of our competitors. We do not control whether professional Hosts provide us with competitive pricing relative to the same RVs listed with other services. If we are not able to effectively deploy professional tools, application programming interfaces, and payment processes, work with third-party channel managers, and develop effective sales and account management teams that address the needs of these professional Hosts, we may not be able to attract and retain professional Hosts. If our platform is not as competitive as those of our competitors, these professional Hosts may choose to provide less inventory and availability with us.

In addition, the number of listings on RVnGO may decline as a result of a number of other factors affecting Hosts, including: the COVID-19 pandemic; enforcement or threatened enforcement of laws and regulations; Hosts opting for long-term rentals on other third-party platforms as an alternative to listing on our platform; economic, social, and political factors; perceptions of trust and safety on and off our platform; negative experiences with Guests, including Guests who damage Host RVs, or engage in violent and unlawful acts; and our decision to remove Hosts from our platform for not adhering to our Host standards or other factors we deem detrimental to our community. We believe a number of our Hosts are Individuals who rely on the additional income generated from our platform to pay their living expenses or vehicle payments or have acquired RVs specifically for listing.

If we fail to retain existing Guests or add new Guests, our business, results of operations, and financial condition would be materially adversely affected.

Our success depends significantly on existing Guests continuing to book and attracting new Guests to book on our platform. Our ability to attract and retain Guests could be materially adversely affected by a number of factors discussed elsewhere in these “Risk Factors,” including:

	●	events beyond our control such as the COVID-19 pandemic, other pandemics and health concerns, increased or continuing restrictions on travel, immigration, trade disputes, economic downturns, and the impact of climate change on travel, including fires, floods, severe weather and other natural disasters, and the impact of climate change on seasonal destinations;
	●	Hosts failing to meet Guests’ expectations, including increased expectations for cleanliness in light of the COVID-19 pandemic;
	●	increased competition and use of our competitors’ platforms and services;
	●	Hosts failing to provide high-quality, and an adequate supply of inventory at competitive prices;
	●	Guests not receiving timely and adequate community support from us;
	●	declines or inefficiencies in our marketing efforts;
	●	negative associations with, or reduced awareness of, our brand;
	●	actual or perceived racial discrimination by Hosts in deciding whether to accept a requested reservation;
	●	negative perceptions of the trust and safety on our platform; and
	●	macroeconomic and other conditions outside of our control affecting travel and hospitality industries generally.

In addition, if our platform is not easy to navigate, Guests have an unsatisfactory sign-up, search, booking, or payment experience on our platform, the listings and other content provided on our platform is not displayed effectively to Guests, we are not effective in engaging Guests across our various offerings and tiers, or we fail to provide an experience in a manner that meets rapidly changing demand, we could fail to convert first-time Guests and fail to engage with existing Guests, which would materially adversely affect our business, results of operations, and financial condition.

The business and industry in which we participate are highly competitive, and we may be unable to compete successfully with our current or future competitors.

We operate in a highly competitive environment and we face significant competition in attracting Hosts and Guests.

	●	Hosts. We compete to attract, engage, and retain Hosts on our platform to list their RVs. Hosts have a range of options for listing their RVs, both online and offline. It is also common for Hosts to cross-list their offerings. We compete for Hosts based on many factors, including the volume of bookings generated by our Guests, ease of use of our platform (including onboarding, community support, and payments), service fees, the Host protections offered under our value-added services, and our brand.
	●	Guests. We compete to attract, engage, and retain Guests due to our platform. Guests have a range of options to find and book RVs, both online and offline. We compete for Guests based on many factors, including inventory and availability of listings, the value and all-in cost of our offerings relative to other options, the Guest protections offered under our value-added services, our brand, ease of use of our platform, the relevance and personalization of search results, the trust and safety of our platform, and community support.

Our competitors may adopt aspects of our business model, which could affect our ability to differentiate our offerings from competitors. Increased competition could result in reduced demand for our platform from Hosts and Guests, slow our growth, and materially adversely affect our business, results of operations, and financial condition.

Many of our current and potential competitors enjoy substantial competitive advantages over us, such as greater name and brand recognition, longer operating histories, larger marketing budgets, as well as substantially greater financial, technical, and other resources. In addition, our current or potential competitors have access to larger user bases and/or inventory, and may provide multiple travel products. As a result, our competitors may be able to provide consumers with a better or more complete product experience and respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or Host and Guest requirements or preferences. The global travel industry has experienced significant consolidation, and we expect this trend may continue as companies attempt to strengthen or hold their market positions in a highly competitive industry. Consolidation amongst our competitors will give them increased scale and may enhance their capacity, abilities, and resources, and lower their cost structures. In addition, emerging start-ups may be able to innovate and focus on developing a new product or service faster than we can or may foresee consumer need for new offerings or technologies before us.

There are now numerous competing companies that offer vehicles for renting. Some of these competitors also aggregate listings obtained through various sources. Some of our Hosts have chosen to cross-list their RVs, which reduces the availability of such inventory on our platform. When inventory is cross-listed, the price paid by Guests on our platform may be or may appear to be less competitive for a number of reasons, including differences in service offerings and fees by competing platforms, which may cause Guests to book through other services, which could materially adversely affect our business, results of operations, and financial condition. Certain Hosts may encourage transactions outside of our platform, which reduces the use of our platform and services.

Some of our competitors or potential competitors have more established or varied relationships with consumers than we do, and they could use these advantages in ways that could affect our competitive position, including by entering the travel and accommodations businesses. If any of these platforms are successful in offering services similar to ours to consumers, or if we are unable to offer our services to consumers within these super-apps, our customer acquisition efforts could be less effective and our customer acquisition costs, including our brand and performance marketing expenses, could increase, any of which could materially adversely affect our business, results of operations, and financial condition. We also face increasing competition from search engines including Google. These parties can also offer their own comprehensive travel planning and booking tools, or refer leads directly to suppliers, other favored partners, or themselves, which could also disintermediate our platform. In addition, if Google or Apple use their own mobile operating systems or app distribution channels to favor their own or other preferred travel or vehicle rental service offerings, or impose policies that effectively disallow us to continue our offerings in those channels, it could materially adversely affect our ability to engage with Hosts and Guests who access our platform via mobile apps or search.

We also face competition from other consumer leisure, discretionary and vacation spending alternatives, such as cruises, vacation homes, timeshares and other traditional vacations along with other recreational products like boats and motorcycles. Changes in actual or perceived value among these alternatives by consumers could impact demand for our service and our future profitability.

We are dependent on a single carrier to provide automobile liability coverage for RVs.

Our business is dependent on our ability to arrange auto liability coverage for our Hosts and Guests which is included as a value-added service in our protection plan fee. We are currently dependent on a single third-party auto liability carrier, Crum & Forster, as we believe it is in the best interests of our business from a profitability standpoint to consolidate with a sole provider. If our sole provider decides to not renew our current policy, which renews on an annual basis, or becomes insolvent or otherwise fails to pay claims, and we cannot secure a replacement carrier in time or at all, or if our carrier raised rates, it would severely impact our operations, our gross margins and our profitability, and our business, results of operations, and financial condition could be materially adversely affected.

We provide a Guest and Host protection plan and other value-added services during a rental and expenses from providing these services in excess of anticipated rates would negatively affect our business and financial results.

We provide value-added services to the Guest and Host for a rental transaction which includes relief in the case of a cancellation or non-delivery, protection against damage to the RV during a rental and optional roadside assistance to the recreational vehicles rented on our platform and if the expenses in relation to providing these value-added services are higher than anticipated or higher than that we have experienced historically, we would incur higher expenses and our financial results would be negatively affected, and we may require additional capital to fund the expenses which may not be available on favorable terms or at all. Similarly, there may be changes in (i) the frequency or severity of Host protection requests for contractual reimbursement under our protection plan, (ii) the frequency or severity of Guest requests for protection services and roadside assistance services under our protection plan, and (iii) changes in our ability to collect amounts due from Guests in return for our provision of these value added services, any of which could negatively affect our business, results of operations and financial condition.

The coverage afforded under the auto liability insurance policy and our business insurance policy may be inadequate for the needs of our business or our third-party insurer may be unable or unwilling to meet our coverage requirements, which could materially adversely affect our business, results of operations, and financial condition.

We use third-party insurance to manage exposures related to our business operations. Our overall spend on insurance has increased as our business has grown. We may experience increased difficulty in obtaining appropriate policy limits and levels of coverage at a reasonable cost and with reasonable terms and conditions. Our costs for obtaining these policies will continue to increase as our business grows and continues to evolve.

Risks Related to Our Operations as a Whole

The ongoing and prolonged COVID-19 pandemic has impacted our operations and results of operations and has had, and may continue to have, a material adverse effect on our business, growth prospects, financial condition, results of operations and/or cash flows.

The global spread of the COVID-19 pandemic and its variants has created significant business uncertainty for us and others, resulting in volatility and economic disruption. Additionally, the outbreak has resulted in government authorities around the world implementing numerous lockdown measures to try to reduce the spread of COVID-19, such as travel bans and restrictions, quarantines, shelter-in-place, stay-at-home or total lock-down (or similar) orders and business limitations and shutdowns.

As a result of the COVID-19 pandemic, including the related responses from government authorities, our business and operations have been impacted, including by temporary closures of our offices, which has resulted in many of our employees continuing to work remotely. The travel industry in general has also been impacted by measures taken by governmental authorities to address the outbreak, including restrictions on travel, partial shelter-in-place orders, and other orders.

Moreover, ongoing or heightened resurgences of COVID-19 or its variants in the future, or the occurrence of another pandemic or other health crisis, could recreate or exacerbate the risks and adverse impacts described. While we believe consumers were eager to travel and saw RV travel as a safe mode of transportation and a safe way to vacation, resulting in a significant increase in demand for our service and a positive impact on our business and financial results for fiscal years 2020 and 2021, the future severity of the COVID-19 pandemic is difficult to predict and ever-evolving and our business operations, financial performance and results of operations could be further adversely affected in a number of ways related to the pandemic, including, but not limited to, the following:

●

Reduced consumer demand for our listings and services and adverse effects on the discretionary spending patterns of our customers, including the ability of our gusts to spend money on vacations and use our services;

	●	RV manufacturers and their suppliers have experienced delays, and continue to experience delays, in obtaining certain raw material components and chassis. The operations of RV manufacturer suppliers around the world may continue to be disrupted, negatively impacting the supply of RVs in the marketplace and the ability to obtain additional listings;
	●	If the pandemic worsens, or reappears in future periods, our labor force may be negatively impacted by COVID-19 infections, which would negatively impact our operations;
	●	Further disruptions to our operations, including any additional closures of our offices and facilities, which may affect our ability to develop, market, and sell our product;
	●	Limitations on employee resources and availability, including due to sickness, government restrictions, the desire of employees to avoid contact with large groups of people or mass transit disruptions;
	●	A return to widespread restrictions on the movement of consumers or the shutdown of retail facilities, camping or other recreational destinations may negatively impact demand for our listings; and
	●	An increase in the cost or the difficulty of obtaining debt or equity financing, which could affect our ability to service our debt obligations or fund future investment opportunities.

Additionally, an increase in the number of employees working remotely due to the COVID-19 pandemic also increases the potential adverse impact of risk associated with information technology systems and networks, including cyber-attacks, computer viruses, malicious software, security breaches and telecommunication failures, both for systems and networks we control directly and for those that employees and third-party developers rely on to work remotely. Any failure to prevent or mitigate security breaches or cyber risks or detect, or respond adequately to, a security breach or cyber risk, or any other disruptions to our information technology systems and networks, could have significant adverse effects on our business.

The spread of COVID-19 has caused us to at times modify our business practices (including employee travel, employee work locations and cancellation of physical participation in meetings, events and conferences), all of which remain in effect, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners. Further, key personnel could contract COVID-19, hindering their availability and productivity.

The degree to which the prolonged COVID-19 pandemic impacts our operations, business, financial results, liquidity, and financial condition will depend on future developments, which are highly uncertain, continuously evolving and cannot be predicted. This includes, but is not limited to, the duration and spread of the pandemic, its severity, actions to contain the virus and/or its variants or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

We are reliant on the retention of certain key personnel and the hiring of strategically valuable personnel, and we may lose or be unable to hire one or more of such personnel.

Our success depends in part on the continued service of our founders, senior management team, key technical employees and other highly skilled personnel and on our ability to identify, hire, develop, motivate, retain, and integrate highly qualified personnel for all areas of our organization. Certain employees are in high demand, and we devote significant resources to attracting and retaining these employees. If we are unable to attract and retain the necessary personnel, particularly in critical areas of our business, we may not achieve our strategic goals. In addition, we do not carry key person insurance and if a key person died or became disabled or incapacitated, unable to perform their duties or left the Company, our operations and profitability may be negatively impacted.

The success of our business relies heavily on our marketing and branding efforts, and these efforts may not be successful.

We rely heavily on marketing and advertising to increase brand visibility with potential Hosts and Guests. In particular, we rely on marketing to drive Guest traffic to our platform. We have invested considerable resources into establishing and maintaining our brand. We currently advertise through a blend of direct and indirect advertising channels, including through activities on Google AdWords, Microsoft Ads, Facebook, Instagram, Reddit, Pinterest, Twitter, Twitch, YouTube and other online social networks, digital advertising, public relations activity, and print and broadcast advertising. We recorded approximately $590,909 and $311,829 of advertising and promotion expenses for the fiscal years ended November 30, 2021 and 2020, respectively, and $552,896 for the nine months ended August 31, 2022.

Our ability to attract Hosts and Guests to our platform is dependent in part on the success of our marketing and branding efforts. If we are unable to recover our marketing costs, or if our broad marketing campaigns are not successful or are terminated, it could have a material adverse effect on our growth, results of operations and/or financial condition.

We may be unsuccessful in our strategic acquisitions, in whole or in part, and other transactions, and we may pursue transactions for their strategic value in spite of the risk of lack of profitability.

Our success will depend, in part, on our ability to grow our core business and expand our capabilities in response to the demands of consumers and competitive pressures. In some circumstances, we may decide to grow through acquisitions of, or investments in, complementary businesses and technologies and through additional joint ventures, development agreements and other commercial agreements, rather than through internal development. We may be unable to identify suitable targets for these transactions or to complete the identified transactions on favorable terms or at all, and the process of identifying, negotiating and executing transactions may be costly and divert management time and focus from operating our business. If we identify suitable targets, our ability to realize a return on the resources expended pursuing such deals, to complete them, and to derive benefit from them will depend on a variety of factors, including, potentially, our ability to obtain financing on acceptable terms and requisite governmental approvals, and our ability to integrate products, personnel, systems and technologies efficiently. Additionally, we may decide to make or enter into strategic transactions with the understanding that such transactions will not be profitable, but which we believe may be of strategic value to us. Our current and future acquisitions and investments, including existing investments accounted for under the equity method, or other strategic agreements may also require that we make additional capital investments in the future, which would divert resources from other areas of our business. We cannot provide assurances that the anticipated strategic benefits of these deals will be realized in the long-term or at all.

We may also fail to identify or assess the magnitude of certain liabilities, shortcomings, litigation risks or other circumstances prior to entering into any transaction, and as such, we may not obtain sufficient warranties, indemnities or other protections. This could result in unexpected litigation expenses or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes, a loss of anticipated tax benefits or other adverse effects on our business, operating results and/or financial condition. Additionally, some warranties and indemnities may give rise to unexpected and significant liabilities. Future acquisitions and commercial arrangements that we may pursue could result in dilutive issuances of equity securities, the incurrence of further contingent debt liabilities, amortization expenses or the write-off of goodwill, any of which could harm our financial condition.

Our business partners may be unable to honor their obligations to us or their actions may put us at risk.

We rely on various business partners, including third-party service providers, vendors, and licensees in many areas of our business. Their actions may put our business and our reputation and brand at risk. For example, we may have disputes with our business partners that may impact our business and/or financial results. In many cases, our business partners may be given access to sensitive and proprietary information in order to provide services and support to our teams, and they may misappropriate our information and engage in unauthorized use of it. In addition, the failure of these third parties to provide adequate services and technologies, or the failure of the third parties to adequately maintain or update their services and technologies, could result in a disruption to our business operations. Further, disruptions in the financial markets, economic downturns, poor business decisions, insolvency, or reputational harm may adversely affect our business partners, and they may not be able to continue honoring their obligations to us or we may cease our arrangements with them. Alternative arrangements and services may not be available to us on commercially reasonable terms, or we may experience business interruptions upon a transition to an alternative partner or vendor. If we lose one or more significant business partners, including due to their insolvency or business failure, our business could be harmed and our financial results could be materially affected.

Because our success depends substantially on our ability to maintain a professional reputation, adverse publicity concerning us, one of our businesses, or our key personnel could adversely affect our business.

Our brand and our reputation are among our most important assets. Maintaining and enhancing our brand and reputation is critical to our ability to attract Hosts, Guests, and employees, to compete effectively, and to preserve and deepen the engagement of our existing Hosts, Guests, and employees. We are heavily dependent on the perceptions of Hosts and Guests who use our platform to help make word-of-mouth recommendations that contribute to our growth.

Any decrease in the quality of our reputation could impair our ability to, among other things, recruit and retain qualified and experienced key personnel, and retain or attract Hosts and Guests. Our overall reputation may be negatively impacted by a number of factors, including negative publicity concerning us, members of our management or other key personnel. Any adverse publicity relating to such individuals or entities that we employ or represent, or to our Company, including from reported or actual incidents or allegations of illegal or improper conduct, such as harassment, discrimination or other misconduct, could result in significant media attention, even if not directly relating to or involving our Company, and could have a negative impact on our professional reputation. This could result in termination of contractual relationships, damage to our employees’ ability to attract new customer or client relationships, or the loss or termination of such employees’ services, all of which could adversely affect our business, financial condition and/or results of operations.

Government regulations applicable to us may negatively impact our business.

We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the Internet. In addition, laws and regulations relating to user privacy, electronic contracts and communications, mobile communications, data collection, retention, consumer protection and publishing activities, including production and delivery of content, advertising, localization, and information security have been adopted or are being considered for adoption by many jurisdictions and countries throughout the world. These laws, including the EU’s General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”), which restrict our ability to gather and use data about our users, could harm our business by limiting the products and services we can offer consumers or the manner in which we offer them. Data privacy, data protection, localization, security and consumer-protection laws are evolving, and the interpretation and application of these laws in the U.S. (including compliance with the CCPA), Europe (including compliance with the GDPR), and elsewhere often are uncertain, contradictory and changing. It is possible that these regulatory initiatives may be interpreted or applied in a manner that is adverse to us or otherwise inconsistent with our practices, which could result in litigation, regulatory investigations and/or potential legal liability or require us to change our practices in a manner adverse to our business. As a result, our reputation and brand may be harmed, we could incur substantial costs, and we could lose both customers and revenues. Furthermore, the costs of compliance with these regulatory initiatives may increase in the future as a result of changes in interpretation. Any failure on our part to comply with these laws or the application of these laws in an unanticipated manner may harm our business and result in penalties or significant legal liabilities.

Companies and governmental agencies may restrict access to platforms, our websites, mobile applications or the internet generally, which could lead to the loss or slower growth of our customer base.

Our customers generally need to access the Internet and platforms, such as the Apple App Store, Google Play Store, to access our platform. Companies and governmental agencies could block access to any platform, our websites, mobile applications or the internet generally for a number of reasons, such as security or confidentiality concerns or regulatory reasons, or they may adopt policies that prohibit employees from accessing Apple, Google, our website or any platform. If companies or governmental entities block or limit access or otherwise adopt policies restricting customers from accessing our websites, our business could be negatively impacted and we could lose or experience slower growth in our customer base.

Catastrophic events may disrupt our business.

Natural disasters, cyber-incidents, weather events, wildfires, power disruptions, telecommunications failures, public health outbreaks, such as the prolonged COVID-19 pandemic and its variants, failed upgrades of existing systems or migrations to new systems, acts of terrorism or other force majeure type events could cause outages, disruptions and/or degradations of our infrastructure, including our information technology and network systems, a failure in our ability to conduct normal business operations, or the closure of public spaces in which renters may vacation and utilize RVs. The health and safety of our employees, consumers, third-party organizations with whom we partner or regulatory agencies on which we rely could be also affected, which may prevent us from executing our business strategies or cause a decrease in consumer demand for our platform and listings. For example, as a result of the COVID-19 pandemic, including the related responses from government authorities, our business and operations have been impacted, including by temporary closures of our offices, which has resulted in many of our employees continuing to work remotely. System redundancy may be ineffective and our disaster recovery and business continuity planning may not be sufficient for all eventualities. Such failures, disruptions, closures or an inability to conduct normal business operations could also prevent access to our online platforms, cause delays or interruptions in our listings, allow breaches of data security or result in the loss of critical data. An event that results in the disruption or degradation of any of our critical business functions or information technology systems and harms our ability to conduct normal business operations or causes a decrease in consumer demand for our platform and listings could materially impact our reputation and brand, financial condition and/or operating results.

We are, and may in the future be, subject to legal proceedings in the ordinary course of our business. In addition, as a public company, we will be at an increased risk of securities class action litigation.

We are subject to various legal proceedings, claims, litigation and government investigations or inquiries from time to time, which could have a material adverse effect on our business, results of operations and/or financial condition. Claims arising out of actual or alleged violations of law could be asserted against us by individuals, either individually or through class actions, by governmental entities in civil or criminal investigations and proceedings or by other parties. These claims could be asserted under a variety of laws, including but not limited to consumer finance laws, consumer protection laws, intellectual property laws, privacy laws, labor and employment laws, securities laws and employee benefit laws. These actions could expose us to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including, but not limited to suspension or revocation of licenses to conduct business.

In addition, securities class action litigation has historically often been brought against a company following a decline in the market price of its securities. If we were to be sued, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

We are subject to risks related to corporate and social responsibility and our reputation.

Many factors influence our reputation, including the perception held by our customers, business partners, and other key stakeholders. As we become a public company, we expect to face increasing scrutiny related to environmental, social, and governance activities. We risk damage to our reputation if we fail to act responsibly in a number of areas, such as diversity and inclusion, environmental stewardship, supply chain management, climate change, workplace conduct, human rights, and philanthropy. Any harm to our reputation could impact employee engagement and retention and the willingness of customers and our partners to do business with us, which could have a material adverse effect on our business, results of operations and/or cash flows.

Host, Guest, or third-party actions that are criminal, violent, inappropriate, or dangerous, or fraudulent activity, may undermine our ability to attract and retain Hosts and Guests and materially adversely affect our reputation, business, results of operations, and financial condition.

We have no control over or ability to predict the actions of our users and other third parties, and therefore, we cannot guarantee the safety of our Hosts, Guests, and third parties. The actions of Hosts, Guests, and other third parties could result in fatalities, injuries, other bodily harm, fraud, invasion of privacy, property damage, discrimination, brand and reputational damage, which could create potential legal or other substantial liabilities for us. We do not verify the identity of all of our Hosts and Guests, nor do we verify or screen third parties who may be in the vehicle during the reservation made through our platform. Our identity verification processes rely on, among other things, information provided by Hosts and Guests, and our ability to validate that information and the effectiveness of third-party service providers that support our verification processes may be limited. In addition, we do not currently and may not in the future require users to re-verify their identity following their successful completion of the initial verification process. Certain verification processes, including legacy verification processes on which we previously relied, may be less reliable than others. Moreover, we do not run criminal background checks or any other screening processes on Hosts, Guests, nor third parties who may be present during a reservation made through our platform.

In addition, we have not in the past and may not in the future undertake to independently verify the safety, suitability, quality, compliance with RVnGO policies or standards, of all our Hosts’ listings. We have in the past relied, and may in the future, rely on Hosts and Guests to disclose information relating to their listings and such information may be inaccurate or incomplete. We have created policies and standards to respond to issues reported with listings, but certain listings may pose heightened safety risks to individual users because those issues have not been reported to us or because our customer support team has not taken the requisite action based on our policies. We rely, at least in part, on reports of issues from Hosts and Guests to investigate and enforce many of our policies and standards. In addition, our policies may not contemplate certain safety risks posed by listings or individual Hosts or Guests or may not sufficiently address those risks.

If Hosts, Guests, or third parties engage in criminal activity, misconduct, fraudulent, negligent, or inappropriate conduct or use our platform as a conduit for criminal activity, consumers may not consider our platform and the listings on our platform safe, and we may receive negative media coverage, or be subject to involvement in a government investigation concerning such activity, which could adversely impact our brand and reputation, and lower the adoption rate of our platform.

The methods used by perpetrators of fraud and other misconduct are complex and constantly evolving, and our trust and security measures have been, and may currently or in the future be, insufficient to detect and help prevent all fraudulent activity and other misconduct; for example:

	●	malicious Hosts have created fake listings and induced Guests who inquired about renting the listing to leave the RVnGO platform and fraudulently transact outside the RVnGO platform, leaving the Guest no recourse;
	●	there have been incidents where Hosts have misrepresented the quality of their RVs, in some instances to provide to Guests different and inferior RVs;
	●	there have been incidents where Guests have caused substantial property damage to listings or misrepresented the purpose of their use of the RV and used listings for unauthorized or inappropriate conduct including parties, sex work, drug-related activities, or to perpetrate criminal activities;
	●	there have been instances where users with connected or duplicate accounts have circumvented or manipulated our systems, in an effort to evade account restrictions, create false reviews, or engage in fraud or other misconduct; and
	●	situations have occurred where Hosts or Guests mistakenly or unintentionally provide malicious third parties access to their accounts, which has allowed those third parties to take advantage of our Hosts and Guests.

If criminal, inappropriate, fraudulent, or other negative incidents continue to occur due to the conduct of Hosts, Guests, or third parties, our ability to attract and retain Hosts and Guests would be harmed, and our business, results of operations, and financial condition would be materially adversely affected. We have obtained some third-party insurance, which is subject to certain conditions and exclusions, for claims and losses incurred based on incidents related to bookings on our platform. Even where we do have third-party insurance, such insurance may be inadequate to fully cover alleged claims of liability, investigation costs, defense costs, and/or payouts. Even if these claims do not result in liability, we could incur significant time and cost investigating and defending against them. As we expand our offerings, or if the quantity or severity of incidents increases, our insurance rates and our financial exposure will grow, which would materially adversely affect our business, results of operations, and financial condition.

Risks Related to Technology and Intellectual Property

If our security measures are breached or fail and unauthorized access is obtained to a customer’s data, our service may be perceived as insecure, the attractiveness of our services to current or potential customers may be reduced, and we may incur significant liabilities.

Our services involve the web-based storage and transmission of customers’ information. We rely on proprietary and commercially available systems, software, tools and monitoring, as well as other processes, to provide security for processing, transmission and storage of such information. Because of the sensitivity of this information and due to requirements under applicable laws and regulations, the effectiveness of our security efforts is very important. If our security measures are breached or fail as a result of third-party action, acts of terror, social unrest, employee error, malfeasance or for any other reasons, someone may be able to obtain unauthorized access to customer data. Improper activities by third-parties, advances in computer and software capabilities and encryption technology, new tools and discoveries and other events or developments may facilitate or result in a compromise or breach of our security systems. Our security measures may not be effective in preventing unauthorized access to the customer data stored on our servers. If a breach of our security occurs, we could face damages for contract breach, penalties for violation of applicable laws or regulations, possible lawsuits by individuals affected by the breach and remediation costs and efforts to prevent future occurrences. In addition, whether there is an actual or a perceived breach of our security, the market perception of the effectiveness of our security measures could be harmed and we could lose current or potential customers.

We use opensource software in connection with certain of our services, which may pose particular risks to our proprietary technology infrastructure, software, products and services.

We use opensource software in our platform and expect to use opensource software in the future. The terms of various opensource licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our software and services. By the terms of certain opensource licenses, we could be required to release the source code of our proprietary technology infrastructure, and to make our proprietary technology infrastructure available under opensource licenses, if we combine our proprietary technology infrastructure with opensource software in a certain manner. If portions of our proprietary technology infrastructure are determined to be subject to an opensource license, we could be required to publicly release the affected portions of our source code, or to re-engineer all or a portion of our technologies or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and services. In addition to risks related to license requirements, usage of opensource software can lead to greater risks than use of third-party commercial software, as opensource licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of opensource software cannot be eliminated and could negatively affect our business, operating results, and/or financial condition.

If we experience a significant disruption in service to our platform from loss of server capacity, lack of sufficient internet bandwidth, or any other reason, we could lose sales and consumer traffic, and our business and reputation could suffer.

Our brands, reputation, and ability to attract consumers or visitors depend on the reliable performance of our website, platform, and the supporting systems, technology, data and infrastructure, including data servers, many of which are owned and controlled by third parties. We may experience significant interruptions with our systems in the future. Interruptions in these systems, whether due to loss of server capacity, lack of sufficient internet bandwidth, system failures, programming or configuration errors, computer viruses or physical or electronic break-ins, including through computer viruses, malware, ransomware, phishing, misrepresentation, social engineering, forgery, denial of service attacks or other cybersecurity attacks, could affect, prevent or inhibit the ability of customers to access our website and platform, or the ability for us to run our business. Problems with the reliability or security of our systems could harm our reputation, result in a loss of customers and sales and result in additional costs, which could be significant.

Problems faced by our third-party web hosting providers could adversely affect the experience of our customers. For example, our third-party web hosting providers could close their facilities without adequate notice. Any financial difficulties, up to and including bankruptcy, faced by our third-party web hosting providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict. If our third-party web hosting providers are unable to keep up with our growing capacity needs, our business could be harmed.

Any errors, defects, disruptions or other performance or reliability problems with our network operations could interrupt our customers’ access to our website and online platform, as well as cause delays and additional expenses in arranging access to alternative services, any of which could harm our reputation, business, operating results and/or financial condition.

Our data privacy and security practices may be inadequate, or may be perceived as being inadequate, to prevent data breaches, ransomware or other cyber-attacks, or under the applicable data privacy and security laws generally.

In the course of our business, we collect, process, store and use user and other information, including personally identifiable information, passwords and payment card information, user profile and usage information, as well as information that is proprietary to our business. Our security controls, policies, and practices may not be able to prevent the improper or unauthorized access, acquisition, encryption or disclosure of such information. The unauthorized access, acquisition, encryption or disclosure of this information, or a perception that we do not adequately secure this information, could result in legal liability, costly remedial measures, governmental and regulatory investigations, harm our profitability and reputation and cause our financial results and/or our financial condition to be materially affected. In addition, third-party vendors and business partners receive access to such information that we collect. These vendors and business partners may not prevent cybersecurity breaches with respect to the information we provide to them or they may fail to fully enforce our policies, contractual obligations and disclosures regarding the collection, use, storage, transfer, and retention of such information. A data security breach or cyber-attack suffered by one of our vendors or business partners could cause reputational harm to them and/or negatively impact our credibility to our customer base. A data security breach or cyber-attack could also significantly damage our reputation with Hosts, Guests and other third parties, and could result in significant costs related to remediation efforts, such as credit or identity theft monitoring.

The interpretation of privacy and data protection laws and their application to evolving technologies, including user profiling, behavioral tracking and data analytics, is unclear and subject to rapid change in numerous jurisdictions. There is a risk that these laws may be interpreted and applied in a manner that is not consistent with our data protection practices, which could result in additional compliance or changes in our business practices, or both, and financial penalties or sanctions under these laws.

Legislatures, regulators and government enforcement actions worldwide are enacting, amending, enforcing and imposing significant fines against companies for data privacy and cybersecurity violations. Our business operations involve the collection, transfer, use, disclosure, security and disposal of personal or sensitive information in various locations around the world, including in the U.S., where federal and state laws, such as the CCPA, impose data privacy requirements, statutory damages and a limited private right of action, and other jurisdictions across the globe that have enacted, or are enacting, national data protection laws.

As we expand our operations into new jurisdictions, the costs associated with compliance with applicable local data privacy laws and regulations may increase. It is possible that government or industry regulation in these markets will require us to deviate from our standard processes and/or make changes to our products, services and operations, which would increase our operational costs and risks.

We may fail to adequately protect our intellectual property, technology and confidential information.

Our business depends on our intellectual property, technology, and confidential information, the protection of which is crucial to the success of our business. We rely on a combination of registrations, common law rights, trade secrets and know-how protections, patent applications for non-trade secret inventions and contractual restrictions under confidentiality and invention assignment agreements that we enter into with our employees and consultants to protect our intellectual property, technology, and confidential information. These agreements may not effectively grant all necessary rights to any intellectual property that may have been developed by the employees and consultants. In addition, these agreements may not effectively prevent unauthorized use or disclosure of our inventions, or other proprietary information, intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property or technology.

In addition, although we take steps to enforce and police our rights, unauthorized parties may attempt to copy aspects of our website features, software, and functionality or obtain and use information that we consider to be proprietary. The proliferation of technology designed to circumvent the protection measures used by our business partners or by us, the availability of broadband access to the internet, the refusal of internet service providers or platform holders to remove infringing content in certain instances, and the proliferation of online channels through which infringing product is distributed all may contribute to an expansion in unauthorized copying of our technology, content, and brand.

We currently license or hold rights to domain names associated with our business. The regulation of domain names in the U.S. and in other countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain all domain names that are otherwise important for our business.

The costs of enforcing our intellectual property rights could have an adverse effect on our business.

We pursue the registration of our copyrights, trademarks, service marks, and domain names in the U.S. This process can be expensive and time-consuming, may not always be successful depending on local laws or other circumstances, and we also may choose not to pursue registrations in every location depending on the nature of the project to which the intellectual property rights pertain.

Litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity, and diversion of management and technical resources, any of which could adversely affect our business, financial condition and/or results of operations. If we fail to maintain, protect and enhance our intellectual property rights, our business, financial condition and/or results of operations may be harmed.

We could face liability for information or content on or accessible through our platform.

We could face claims relating to information or content that is published or made available on our platform. Our platform relies upon content that is created and posted by Hosts, Guests, or other third parties. Although content on our platform is typically generated by third parties, and not by us, claims of defamation, disparagement, negligence, warranty, personal harm, intellectual property infringement, or other alleged damages could be asserted against us, in addition to our Hosts and Guests. While we rely on a variety of statutory and common-law frameworks and defenses, including those provided by the Digital Millennium Copyright Act (“DMCA”), the Communications Decency Act (“CDA”), the fair-use doctrine in the United States, differences between statutes, limitations on immunity, requirements to maintain immunity, and moderation efforts in the many jurisdictions in which we operate may affect our ability to rely on these frameworks and defenses, or create uncertainty regarding liability for information or content uploaded by Hosts and Guests or otherwise contributed by third-parties to our platform. Moreover, regulators in the United States may introduce new regulatory regimes that increase potential liability for information or content available on our platform. For example, in the United States, laws such as the CDA, which have previously been interpreted to provide substantial protection to interactive computer service providers, may change and become less predictable or unfavorable by legislative action or juridical interpretation. There have been various federal legislative efforts to restrict the scope of the protections available to online platforms under the CDA, in particular with regards to Section 230 of the CDA, and current protections from liability for third-party content in the United States could decrease or change. There is proposed U.S. federal legislation seeking to hold platforms liable for user-generated content, including content related to RV rentals. We could incur significant costs investigating and defending such claims and, if we are found liable, significant damages.

Because liability often flows from information or content on our platform and/or services accessed through our platform, as we continue to expand our offerings and scope of business, both in terms of the range of offerings and services and geographical operations, we may face or become subject to additional or different laws and regulations. Our potential liability for information or content created by third parties and posted to our platform could require us to implement additional measures to reduce our exposure to such liability, may require us to expend significant resources, may limit the desirability of our platform to Hosts and Guests, may cause damage to our brand or reputation, and may cause us to incur time and costs defending such claims in litigation, thereby materially adversely affecting our business, results of operations, and financial condition.

Our platform is highly complex, and any undetected errors could materially adversely affect our business, results of operations, and financial condition.

Our platform is a complex system composed of many interoperating components and software. Our business is dependent upon our ability to prevent system interruption on our platform. Our software, including opensource software that is incorporated into our code, may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code have not been and may not be discovered until after the code has been released. We have, from time to time, found defects or errors in our system and software limitations that have resulted in, and may discover additional issues in the future that could result in, platform unavailability or system disruption. For example, defects or errors have resulted in and could result in the delay in making payments to Hosts or overpaying or underpaying Hosts, which would impact our cash position and may cause Hosts to lose trust in our payment operations. Any errors, bugs, or vulnerabilities discovered in our code or systems released to production or found in third-party software, including opensource software, that is incorporated into our code, any misconfigurations of our systems, or any unintended interactions between systems could result in poor system performance, an interruption in the availability of our platform, incorrect payments, negative publicity, damage to our reputation, loss of existing and potential Hosts and Guests, loss of revenue, liability for damages, a failure to comply with certain legal or tax reporting obligations, and regulatory inquiries or other proceedings, any of which could materially adversely affect our business, results of operations, and financial condition.

Risks Related to Our Indebtedness, Financial Condition, and Financial Reporting

We have incurred significant losses since our inception, and we may continue to experience losses in the future.

We have not been profitable since our inception. We incurred net losses of $3,429,834 and $2,705,811 for the fiscal years ended November 30, 2021 and 2020 respectively. We incurred net losses of $6,377,124 and $2,097,353 for the nine months ended August 31, 2022 and 2021, respectively. We expect to continue to incur losses in the near term as we invest in and strive to grow our business. For example, we expect to make significant investments to further develop and expand our business, and these investments may not result in increased revenues or growth on a timely basis or at all. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses in the future and may not be able to achieve or maintain profitability.

Our limited operating history makes it difficult to evaluate our current business and future prospects, and we may not be able to effectively grow our business or implement our business strategies, which could have a material adverse effect on our business.

RVnGO was founded in 2015. As such, RVnGO does not have a long history operating as a commercial company. Due to this and other factors, our operating results are highly unpredictable. We believe that our ability to grow our business will depend on many risks and uncertainties, including our ability to:

	●	leverage the current demand for RV rentals in the current COVID-19 environment;
	●	develop new sources of revenue;
	●	expand our brand awareness;
	●	further improve the quality of our platform, services, and offering;
	●	expand into new geographic regions; and
	●	continue to offer a relevant platform for listings at an attractive cost and high quality to meet the increasing demand of our RV renters and owners.

There can be no assurance that we will meet these objectives. Addressing these risks and uncertainties will require significant expenditures and allocation of valuable management and employee resources. We have hired and expect to continue hiring additional personnel to support our business growth. Our organizational structure is becoming more complex as we add staff, and as a result, we will need to improve our operational, financial and management controls, as well as our reporting systems and procedures. We will require significant expenditures and the allocation of valuable management resources to grow and change in these areas without undermining our corporate culture. If we cannot manage our growth effectively, our business could be harmed, and our results of operations and/or financial condition could be materially and adversely affected.

There is substantial doubt about our ability to continue as a going concern.

As of August 31, 2022 and November 30, 2021, we had cash of $339,707 and $447,502, respectively. We expect our existing cash as of August 31, 2022, together with proceeds from this offering will enable us to fund our operating expenses and operations for at least 12 months from the date of this prospectus. If we are unable to obtain additional financing, we may be unable to continue as a going concern. There is no guarantee that we will be able to secure additional financing, including in connection with this offering. Changes in our operating plans, our existing and anticipated working capital needs, costs related to legal proceedings we might become subject to in the future, the acceleration or modification of our development activities, any near-term or future expansion plans, increased expenses, potential acquisitions or other events may further affect our ability to continue as a going concern. Similarly, the report of our independent registered public accounting firm on our financial statements as of and for the year ended November 30, 2021 includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in us.

Following this offering, we may require additional capital to meet our financial obligations and to support our business growth, and this capital might not be available on acceptable terms or at all.

We intend to continue to make significant investments to support our business growth and may require additional funds following this offering to improve our operations and respond to business challenges, including the need to develop products, improve our sales and marketing activities, improve our operating infrastructure and acquire complementary or strategic businesses, technologies and personnel. Accordingly, we may need to engage in additional equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity (including preferred stock) or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and/or privileges superior to those of holders of our Class A common stock, including, without limitation, with respect to the payment of dividends and the payment of liquidating distributions. Any future debt financing could require compliance with restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, any future indebtedness we incur may be secured by some or all of our assets, and, if we default under such secured indebtedness, a secured creditor were to declare all of the indebtedness then outstanding immediately due and payable, and we were unable to pay such amounts, our assets would be available to secured creditors to satisfy our secured borrowing obligations.

Because our decision to issue debt or preferred securities in any future offering and/or to borrow money from lenders will depend in part on market conditions and other factors in existence at that time beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. We may not be able to obtain additional financing on terms favorable to us, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be materially harmed. Holders of our Class A common stock will bear the risk of any such future offerings or borrowings.

Our operations and our results of operations vary from quarter to quarter, so our financial performance in certain financial quarters may not be indicative of, or comparable to, our financial performance in other financial quarters.

The RV and travel industries are cyclical, with the highest levels of consumer demand occurring in warmer weather months. While many factors may impact this cyclicality, we generally have experienced and expect to continue to experience the strongest revenues during the third quarter of each fiscal year. Accordingly, we may report lower revenues during the first and fourth quarter of each year, compared to quarterly revenues for the second and third quarter of the prior or same year. However, because our results may vary significantly from quarter-to-quarter or year-to-year, our financial results for one quarter or one year cannot necessarily be compared to another quarter or year and may not be indicative of our future financial performance in subsequent quarters or years.

Our results of operations and financial condition are subject to management’s accounting judgments and estimates, as well as changes in accounting policies.

Financial statements prepared in accordance with U.S. GAAP typically require the use of good faith estimates, judgments and assumptions that affect the reported amounts. The preparation of our financial statements requires us to make estimates and assumptions affecting the reported amounts of our assets, liabilities, revenues and expenses. If these estimates or assumptions are incorrect, it could have a material adverse effect on our results of operations and/or financial condition. We have identified several accounting policies as being “critical” to the fair presentation of our financial condition and results of operations because they involve major aspects of our business and require us to make judgments about matters that are inherently uncertain. These policies are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to our financial statements included in this prospectus. The implementation of new accounting requirements or other changes to U.S. GAAP could have a material adverse effect on our reported results of operations and/or financial condition.

We are subject to unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns.

We are currently subject to taxes in the United States. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

	●	changes in the valuation of our deferred tax assets and liabilities;
	●	expected timing and amount of the release of any tax valuation allowances;
	●	expiration of, or detrimental changes in, research and development tax credit laws;
	●	changes in tax laws, regulations or interpretations thereof; or
	●	expansion into or future activities in additional jurisdictions.

In addition, we may be subject to audits of our income, sales and other transaction taxes in various jurisdictions. Outcomes from these audits could have an adverse effect on our operating results and/or financial condition.

We are an EGC and a smaller reporting company (“SRC”), and we cannot be certain if the reduced disclosure requirements applicable to us will make our Class A common stock less attractive to investors.

We are an EGC, as defined in the JOBS Act, and we expect to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not EGCs. In particular, while we are an EGC, we will not be required to comply with the auditor attestation requirements of Section 404(b) of SOX, we will be exempt from any rules that could be adopted by the U.S. Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor’s report on financial statements; we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and we will not be required to hold non-binding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approved.

In addition, while we are an EGC, we can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an EGC to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period and, as a result, our operating results and financial statements may not be comparable to the operating results and financial statements of companies that have adopted the new or revised accounting standards.

We may remain an EGC until the last day of the fiscal year following the 5^th anniversary of completing this offering, although we may cease to be an EGC earlier under certain circumstances, including if: (i) we have $1.07 billion or more in annual revenues in any fiscal year; (ii) we become a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act; or (iii) we issue more than $1.0 billion of non-convertible debt over a 3-year period.

We are also an SRC as defined in the Exchange Act. We may continue to be an SRC even after we are no longer an EGC. We may take advantage of certain of the scaled disclosures available to SRCs and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. Similar to EGCs, SRCs that are non-accelerated filers are exempt from the auditor attestation requirements of Section 404(b) of SOX.

We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on these exemptions. If some investors find our Class A common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

If we fail to maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired.

After completing this offering, we will be subject to a requirement, pursuant to Section 404 of SOX, to conduct an annual review and evaluation of our internal control over financial reporting and furnish a report by management on, among other things, our assessment of the effectiveness of our internal control over financial reporting each fiscal year beginning with the year following our first annual report required to be filed with the SEC. However, for as long as we are an EGC or an SRC that is a non-accelerated filer, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of SOX. Ensuring that we have adequate internal control over financial reporting in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that must be evaluated frequently. Establishing and maintaining these internal controls will be costly and may divert management’s attention.

If we fail to achieve and maintain the adequacy of our internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude, on an ongoing basis, that we have effective internal control over financial reporting in accordance with Section 404 of SOX. If we do not adequately implement or comply with the requirements of Section 404 of SOX, we may be subject to sanctions or investigation by regulatory authorities, such as the SEC, or suffer other adverse regulatory consequences, including penalties for violation of Nasdaq rules. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs to improve our internal control system, including the costs of the hiring of additional personnel. Any such action could negatively affect our business, financial condition, results of operations and/or cash flows and could also lead to a decline in the price of our Class A common stock.

The requirements of being a public company may require significant resources and divert management’s attention.

After we become a public company, we will be subject to certain ongoing reporting requirements. Compliance with these requirements will increase our compliance and audit costs, make some activities more difficult, time-consuming or costly and increase demands on our resources. The requirements may also make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors and qualified officers.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure create uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Risks Related to This Offering and Ownership of Our Class A Common Stock

We have convertible debt that will be converted into Class A common stock upon the closing of this offering, which will cause immediate and substantial dilution to our stockholders.

Between January 8, 2022 and February 28, 2022, we entered into, issued, and sold convertible promissory notes to certain investors in the aggregate principal amount of $1.755 million (the “Convertible Notes”). Upon the closing of this offering, the outstanding principal and accrued interest under the Convertible Notes will automatically (and without any action on the part of the note holders) be converted into shares of our Class A common stock at a conversion price equal to 60% of the initial public offering price of our Class A common stock. The issuance of shares of Class A common stock upon conversion of the Convertible Notes will result in dilution to the interests of other stockholders.

We have broad discretion in how we use the proceeds of this offering and may not use them effectively.

We will have considerable discretion in the application of the net proceeds of this offering. We intend to use the net proceeds from this offering for repayment of all of the Bridge Notes and for working capital and general corporate purposes, which could include, without limitation, expenditures for research and development, sales and marketing activities, recruiting and retaining employees, funding future strategic transactions and other business opportunities, and other corporate expenditures. See “Use of Proceeds” for additional information. Our management will have considerable discretion in the application of the net proceeds of this offering, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. We may use the net proceeds for purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from this offering in a manner that has a negative impact on our results of operations and/or financial condition.

There is no existing market for our Class A common stock, and we cannot ensure that one will ever develop or be sustained.

Prior to this offering there was no trading market for our Class A common stock. We cannot predict the extent to which investor interest in our Company will lead to the development of a trading market for our Class A common stock or how liquid that market might become. The offering price for the shares of our Class A common stock has been determined by us in connection with this offering, which may not be indicative of the price that will prevail in any trading market following this offering. While we have applied to list our Class A common stock on [The Nasdaq Capital Market], if an active trading market does not develop or is not maintained, the market price and liquidity of our Class A common stock may be adversely affected. In that case, you may not be able to sell your Class A common stock shares at a particular time, at a favorable price or at all.

Our certificate of incorporation will have limitations on the liability of our directors, and we may have to indemnify our officers and directors in certain instances.

Our certificate of incorporation will limit the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any:

	●	breach of their duty of loyalty to us or our stockholders;
	●	act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
	●	unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or
	●	transactions for which the directors derived an improper personal benefit.

These limitations of liability will not apply to liabilities arising under the federal or state securities laws and will not affect the availability of equitable remedies, such as injunctive relief or rescission. Our bylaws provide that we will indemnify our directors, officers and employees to the fullest extent permitted by law. Our bylaws will also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. We believe that these bylaw provisions are necessary to attract and retain qualified persons as directors and officers. The limitation of liability in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for a breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Certain provisions in our charter documents and under Delaware law could limit attempts by our stockholders to replace or remove our board of directors or current management and limit the market price of our Class A common stock.

Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing changes in our board of directors or management. Our certificate of incorporation and bylaws include provisions that:

	●	establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;
	●	prohibit cumulative voting in the election of directors; and
	●	reflect two classes of common stock, as discussed above.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing certain members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 144 of the Delaware General Corporate Law, which generally prohibit a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

Our charter documents and by-laws provide that the state courts of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our certificate of incorporation and bylaws will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws or (iv) any action asserting a claim that is governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Our certificate of incorporation and bylaws will also provide that the U.S. federal district courts will be the exclusive forum for the resolution of any complaint asserting a cause of action against us or any of our directors, officers, employees or agents arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to this provision. Although we believe that these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.

There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If a court were to find these types of provisions to be inapplicable or unenforceable, and if a court were to find the exclusive forum provision in our certificate of incorporation and bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving any such dispute in other jurisdictions, which could materially adversely affect our business, financial condition, and/or results of operations.

Our stock price may be volatile.

The trading price of our Class A common stock following this offering may fluctuate substantially and may be higher or lower than the initial public offering price. The trading price of our Class A common stock following this offering will depend on several factors, including those described in this “Risk Factors” section, many of which are beyond our control and may or may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our Class A common stock because you might be unable to sell your shares at or above the price you paid in the offering or at all. Factors that could cause fluctuations in the trading price of our Class A common stock include, among many others:

	●	changes to our industry, including demand and regulations;
	●	our ability to compete successfully against current and future competitors;
	●	competitive pricing pressures;
	●	our incurrence of debt, which could be significant, and our ability to obtain sufficient liquidity to fund our operations and debt service requirements;
	●	additions or departures of key personnel;
	●	sales of our Class A common stock;
	●	our ability to execute our business plan;
	●	operating results, cash flows, and financial condition that fall below expectations;
	●	our loss of any strategic relationship;
	●	any major change in our management;
	●	changes in accounting standards, procedures, guidelines, interpretations or principles; and/or
	●	economic, geo-political and other external factors, such as inflation, a higher interest rate environment, or higher levels of unemployment.

In addition, the stock market in general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political and market conditions, such as recessions, inflation, higher interest rates or higher unemployment rates, may seriously affect the market price of our Class A common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following this offering. If the market price of our Class A common stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

If you purchase shares of our Class A common stock in our initial public offering, you will experience substantial and immediate dilution.

The initial public offering price will be substantially higher than the net tangible book value per share of our outstanding common stock immediately after completing this offering. Based on the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, if you purchase shares of Class A common stock in this offering, you will experience substantial and immediate dilution in the pro forma as adjusted net tangible book value per share of $ per share as of , 2023. That is because the price that you pay will be substantially greater than the pro forma net tangible book value per share of the Class A common stock that you acquire. For more information, see “Dilution” and “Description of Capital Stock—Common Stock—Additional Shares Issuable After this Offering.”

Substantial future sales of our Class A common stock, or the perception that such sales may occur, could depress the price of our Class A common stock.

Sales of substantial amounts of our Class A common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our Class A common stock and could impair our ability to raise capital through the sale of additional shares. The shares of our Class A common stock offered in this offering will be freely tradable without restriction under the Securities Act, except for any shares of our Class A common stock that may be held or acquired by our directors, executive officers and other affiliates (as that term is defined in the Securities Act), which may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

Our executive officers, directors and certain of our significant stockholders entered into separate agreements whereby, without the prior written consent of Boustead Securities, LLC, they will not, subject to limited exceptions, directly or indirectly sell or dispose of any shares of our Class A common stock or any securities convertible into or exchangeable or exercisable for shares of our Class A common stock for a period of twelve months after the date of this prospectus with certain exceptions and provided that after the initial six months following the date of this offering, stockholders subject to the lock-up will have limited ability to resell shares subject to certain limitations. See “Underwriting—No Sales of Common Stock” for additional information. After these lock-up agreements expire, additional shares of our Class A common stock may become eligible for sale in the public market upon the satisfaction of certain conditions as set forth therein, of which shares would be held by affiliates and subject to the volume and other restrictions of Rule 144 under the Securities Act.

If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our Class A common stock could be negatively affected.

Any trading market for our Class A common stock will be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our Class A common stock could be negatively affected. If we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise report on us unfavorably, or discontinue coverage of us, the market price and market trading volume of our Class A common stock could be negatively affected.

The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.

In July 2017, S&P Dow Jones and FTSE Russell announced changes to their eligibility criteria for the inclusion of shares of public companies on certain indices, including the Russell 2000, the S&P 500, the S&P MidCap 400 and the S&P SmallCap 600, to exclude companies with multiple classes of shares of common stock from being added to these indices. As a result, our dual class capital structure (with each Class B share having, following the closing of this offering, 10 votes versus one vote for our Class A shares) would make us ineligible for inclusion in any of these indices, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices would not be investing in our Class A common stock. Furthermore, we cannot assure you that other stock indices will not take a similar approach to S&P Dow Jones or FTSE Russell in the future. Exclusion from these indices could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.

We do not intend to pay dividends for the foreseeable future.

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments in our Class A common stock.

Our Directors, Officers and Principal Stockholders control the direction of our business and their ownership of our Class A common stock and Class B common stock will prevent you and other stockholders from influencing significant decisions.

Upon the closing of this offering, our directors, officers, and principal stockholders will own 8,100,000 shares of our Class B common stock and shares of our Class A common stock, which together will represent approximately of the combined voting power of both classes of our common stock outstanding immediately after this offering (or approximately % if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). Our Class B common stock will have, following the closing of this offering, 10 votes per share, whereas our Class A common stock has and will continue to have one vote per share, and except as required by law and as otherwise provided in our certificate of incorporation, the shares of our Class A and Class B common stock will vote together as a single class on all matters submitted to stockholders. Our certificate of incorporation further provides that an affirmative vote of the holders two-thirds of the outstanding shares of Class B common stock, voting as a separate class, in addition to any other vote required by Delaware Law or our certificate of incorporation, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise, amend or repeal, or adopt any provision of our certificate of incorporation inconsistent with, or otherwise alter, any provision of our certificate of incorporation that modifies the voting, par value, rights, powers, preferences, special rights, privileges or restrictions of our Class B common stock.

As long as this group of directors, officers, and principal stockholders continue to control a majority of the voting power of our outstanding common stock, they will generally be able to determine the outcome of all corporate actions requiring stockholder approval, including the election and removal of directors, and, in turn, our senior management. Even if they were to control less than a majority of the voting power of our outstanding common stock, they collectively may be able to influence the outcome of such corporate actions so long as they own a significant portion of our common stock.

Investors in this offering will not be able to affect the outcome of any stockholder vote while such group of directors, officers, and principal stockholders control the majority of the voting power of our outstanding common stock. As a result, they will be able to control, directly or indirectly and subject to applicable law, all matters affecting us, including:

	●	any determination with respect to our business direction and policies, including the appointment and removal of officers and directors;
	●	any determinations with respect to mergers, business combinations or acquisitions or dispositions of our assets;
	●	compensation and benefit programs and other human resources policy decisions;
	●	the payment of dividends and other distributions on our common stock; and
	●	determinations with respect to tax matters.

We will be a “controlled company” within the meaning of Nasdaq’s rules and, as a result, will qualify for exemptions from certain corporate governance requirements. We do not currently expect or intend to rely of any of these exemptions, but there can be no assurance that we will not rely on these exemptions in the future.

Upon completion of this offering, our directors, officers, and principal stockholders will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the Nasdaq Listing Rules. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

	●	the requirement that a majority of our board of directors consist of independent directors;
	●	the requirement that our nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
	●	the requirement that our compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
	●	the requirement for an annual performance evaluation of our corporate governance and compensation committees.

While we are not currently relying on any of these corporate governance exemptions, we may in the future avail ourselves of the flexibility that some or all of these exemptions offer. If we were to utilize these exemptions, in whole or in part (such as by not maintaining a majority of independent directors on our board of directors and/or not maintaining a fully independent compensation committee and/or nominating and corporate governance committee), you will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq rules regarding corporate governance.

Cautionary Note Regarding Forward-Looking Statements

This prospectus contains certain statements, which are not historical facts and are “forward-looking statements” within the meaning of federal securities laws. These forward-looking statements are subject to certain risks, trends and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. We use words, such as “could,” “would,” “may,” “might,” “will,” “expect,” “likely,” “believe,” “continue,” “anticipate,” “estimate,” “intend,” “plan,” “project” and other similar expressions to identify some forward-looking statements, but not all forward-looking statements include these words. For example, forward-looking statements include statements we make relating to:

	●	our belief that we are in the early stages of capitalizing on the many potential revenue opportunities that exist across the expanding RVnGO platform;

	●	our belief that trends in RV rental demand and consumer sentiment will combine to provide a robust and positive backdrop for the continued growth of the RV industry, including RV rentals and the services provided by the Company;

	●	our belief that certain effects of the COVID-19 pandemic on the RV rental industry will be long-lasting, including increased demand from those that were introduced to RVing during the pandemic;

	●	our expectation that, with the return of mass events, the demand for RVing will continue to be strong;

	●	our expectation to have all of our operations centered around the United States this year, with expansion into Canada in coming years and possible expansion into Western Europe, Australia and New Zealand in the future;

	●	our expectation that trends in the consolidation of the global travel industry will continue as companies attempt to strengthen or hold their market positions in a highly competitive industry;

	●	our belief that both individual Hosts and fleet Hosts will be required to meet growing demand and that our focus on both types of Hosts uniquely positions us in the industry;

	●	our estimates regarding the size of our addressable markets, market share and market trends;

	●	our expectations regarding our ability to attract and retain Hosts and Guests;

	●	our expectations regarding the continued improvement of our technology platform and product experience;

	●	our ability to implement an efficient protection plan dispute processing system;

	●	our projected financial position and estimated cash burn rate;

	●	our estimates regarding expenses, future revenues and capital requirements;

	●	our ability to continue as a going concern;

	●	our need to raise substantial additional capital to fund our operations;

	●	our ability to compete in the RV industry;

	●	our ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights;

	●	the success of competing products or services that are or become available;

	●	the effects of seasonal trends on our results of operations;

	●	our ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel;

	●	the potential for us to incur substantial costs resulting from lawsuits against us and the potential for these lawsuits to cause us to limit our commercialization of our products and services; and

	●	our intended use of the net proceeds from this offering.

These and other forward-looking statements involve estimates and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions that are difficult to predict. Examples of such risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements made by us include, but are not limited, to those disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere this prospectus. Accordingly, any forward-looking statements attributable to us, or persons acting on our behalf, are qualified in their entirety by these cautionary statements, as well as cautionary statements elsewhere in this prospectus. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in our future filings with the SEC.

Factors other than those referred to above could also cause our results to differ materially from expected results. We caution you that the important factors referenced above may not contain all of the factors that are important to you. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove to be incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and should not be relied upon as representing our plans and expectations as of any subsequent date. Except as required by law, we undertake no obligation, and we specifically disclaim any intention or obligation, to update any forward-looking statement contained in this prospectus to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances, except as otherwise required by law. New factors that could cause our business not to develop as we expect emerge from time to time, and it is not possible for us to predict all of them. Further, we cannot assess the impact of each currently known or new factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We anticipate that subsequent events and developments may cause our plans, intentions and expectations to change.

Use of Proceeds

We estimate that our net proceeds from the sale of our Class A common stock that we are offering in this prospectus will be approximately $ million, or approximately $ million if the underwriters exercise in full their option to purchase additional shares of our Class A common stock, assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share of our Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from our initial public offering by $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering for repayment of all of the Bridge Notes and for working capital and general corporate purposes, which could include, without limitation, expenditures for research and development, sales and marketing activities, recruiting and retaining employees, funding future strategic transactions and other business opportunities, and other corporate expenditures. Pending these uses, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities, such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government.

As of August 31, 2022, we had approximately $1,800,000 aggregate principal amount of Bridge Notes outstanding, which we intend to repay in full upon the closing of this offering. The Bridge Notes issued under the May 2022 Bridge Loan Documents have an annual interest rate of 10% and mature upon the closing of this offering or June 30, 2023, whichever occurs first. The Bridge Notes issued under the September 2022 Bridge Loan Documents have an annual interest rate of 10% and mature upon the closing of this offering or October 31, 2025, whichever occurs first. The proceeds from the issuance of the Bridge Notes were used for working capital and general corporate purposes.

This expected use of the net proceeds from this offering represents our intentions based upon our current financial condition, results of operations, business plans and conditions. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

Dividend Policy

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with Delaware law governing the payment of lawful dividends, as well as covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements, contractual arrangements and other factors that our board of directors deems relevant.

Capitalization

The table below shows our cash and cash equivalents and capitalization as of August 31, 2022:

	●	on an actual basis;

	●	on a pro forma basis to give effect to (1) the automatic conversion of the Convertible Notes into an aggregate of shares of our Class A common stock, the conversion of which will occur immediately prior to the completion of this offering and (ii) the issuance of the Bridge Notes under the September 2022 Bridge Loan Documents;

	●	on a pro forma as adjusted basis to additionally give effect to (1) the pro forma adjustment described above; (2) the sale of shares of our Class A common stock in this offering, assuming an initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us; and (3) the repayment of the Bridge Notes as described under “Use of Proceeds.”

You should read the following information together with the information contained under the headings “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the accompanying notes appearing elsewhere in this prospectus.

	As of August 31, 2022
	Actual			Pro Forma	Pro Forma As Adjusted
	(Unaudited)			(Unaudited)	(Unaudited)
Cash and cash equivalents	$	339,707		$	$

Long-term Debt (1):
Convertible Notes	$	1,606,521		$	$

Stockholders’ equity:
Class A common stock, $0.0001 par value; 150,000,000 shares authorized and 36,471,994 shares issued and 33,610,663 shares outstanding, actual; 150,000,000 shares authorized and shares issued and outstanding, pro forma; and 150,000,000 shares authorized and shares issued and outstanding, pro forma, as adjusted		3,647
Class B common stock, $0.0001 par value; 20,000,000 shares authorized and 14,929,767 shares issued and 13,569,767 shares outstanding, actual; 20,000,000 shares authorized and shares issued and outstanding, pro forma; and 20,000,000 shares authorized and shares issued and outstanding, pro forma, as adjusted		1,493
Additional paid-in capital		13,526,071
Accumulated deficit		(16,947,196	)
Treasury stock, at cost		(355,133	)

Total stockholders’ equity		(3,771,118	)

Total capitalization	$	(2,164,597	)	$	$

(1)

Long-term debt does not include amounts due under the Bridge Notes, which are classified as current liabilities on the Company’s balance sheet. As of August 31, 2022, the Company had approximately $1,800,000 aggregate principal amount of Bridge Notes outstanding, which the Company intends to repay in full upon the closing of this offering. See “Use of Proceeds” for additional information.

	●	7,526,710 shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock that were outstanding as of , 2023, with a weighted-average exercise price of $0.34 per share, pursuant to the Incentive Compensation Plan;

	●	10,955,951 shares of our Class A common stock issuable upon the exercise of warrants to purchase shares of our Class A common stock that were outstanding as of , 2023, with a weighted-average exercise price of $0.26 per share; and

	●	shares of our Class A common stock issuable upon the exercise of warrants to purchase shares of our Class A common stock that we will issue to Boustead Securities, LLC in connection with this offering (representing an aggregate of 7% of the aggregate number of the shares sold in this offering at an exercise price equal to 100% of the offering price of the shares sold in this offering);

	●	shares of our Class A common stock issuable upon the exercise of the Boustead Convertible Note Warrants at an exercise price equal to the Conversion Price;

	●	375,000 shares of our Class A common stock issuable upon the vesting of restricted stock units to be awarded to each of our current non-employee directors in connection with this offering; and

	●	1,909,376 shares of our Class A common stock reserved for future issuance under the Incentive Compensation Plan.

Dilution

If you invest in our Class A common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of Class A common stock and the pro forma as adjusted net tangible book value per share immediately after this offering.

Our pro forma net tangible book value as of August 31, 2022 was $ million, or $ per share of common stock. Our pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of our shares of common stock outstanding as of August 31, 2022, after giving effect to (1) the automatic conversion of the Convertible Notes into an aggregate of shares of our Class A common stock, the conversion of which will occur immediately prior to the completion of this offering and (ii) the issuance of the Bridge Notes under the September 2022 Bridge Loan Documents.

After giving effect to the sale by us of shares of Class A common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of August 31, 2022 would have been $ million, or $ per share. This amount represents an immediate dilution of $ per share to new investors purchasing Class A common stock in this offering. We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by investors purchasing Class A common stock in this offering. The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share						$
Pro forma net tangible book value per share as of August 31, 2022
Increase in pro forma as adjusted net tangible book value per share attributable to new investors purchasing shares in this offering						$
Pro forma as adjusted net tangible book value per share after giving effect to this offering						$
Dilution per share to new investors in this offering						$

The dilution information discussed above is illustrative only and may change based upon the actual initial public offering price and other terms of this offering. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by $ per share and increase (decrease) the dilution to new investors by $ per share, in each case assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares of our Class A common stock from us in full, our pro forma as adjusted net tangible book value would be $ per share, and the dilution in pro forma net tangible book value per share to new investors in this offering would be $ per share.

The following table summarizes the pro forma as adjusted basis described above, the differences between the number of shares purchased from us, the total consideration paid and the weighted-average price per share paid to us by our existing stockholders and by new investors purchasing shares in this offering at the assumed initial public offering price of $ per share, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us:

	Shares Purchased				Total Consideration				Weighted- Average Price per Share
	Number	Percent			Amount	Percent
Existing stockholders				%	$			%	$
New investors in this offering				%				%	$
Total			100.0	%	$		100.0	%

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors by $ million and, in the case of an increase, would increase the percentage of total consideration paid by new investors to % and, in the case of a decrease, would decrease the percentage of total consideration paid by new investors to %, in each case assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares of our Class A common stock from us in full, existing stockholders would own % and our new investors would own % of the total number of shares of our Class A common stock outstanding upon the completion of this offering.

	●	7,526,710 shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock that were outstanding as of , 2023, with a weighted-average exercise price of $0.34 per share, pursuant to the Incentive Compensation Plan;

	●	10,955,951 shares of our Class A common stock issuable upon the exercise of warrants to purchase shares of our Class A common stock that were outstanding as of , 2023, with a weighted-average exercise price of $0.26 per share; and

	●	shares of our Class A common stock issuable upon the exercise of warrants to purchase shares of our Class A common stock that we will issue to Boustead Securities, LLC in connection with this offering (representing an aggregate of 7% of the aggregate number of the shares sold in this offering at an exercise price equal to 100% of the offering price of the shares sold in this offering);

	●	375,000 shares of our Class A common stock issuable upon the exercise of the Boustead Convertible Note Warrants at an exercise price equal to the Conversion Price;

	●	shares of our Class A common stock issuable upon the vesting of restricted stock units to be awarded to each of our current non-employee directors in connection with this offering; and

	●	1,909,376 shares of our Class A common stock reserved for future issuance under the Incentive Compensation Plan.

To the extent that options or other securities are issued under our equity incentive plans, or we issue additional shares of our Class A common stock or securities convertible into Class A common stock in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible securities, the issuance of these securities could result in further dilution to our stockholders.

Selected Historical Financial Data

The following selected historical financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included within this prospectus. The selected historical statements of operations data for the years ended November 30, 2020 and 2021 and the selected historical balance sheet data as of November 30, 2021 presented below have been derived from our audited financial statements included elsewhere in this prospectus. The selected historical statements of operations data for the nine months ended August 31, 2021 and 2022 and the selected historical balance sheet data as of August 31, 2022 presented below have been derived from our unaudited interim financial statements included elsewhere in this prospectus. The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period.

	Year Ended November 30,						Nine Months Ended August 31,
	2020			2021			2021			2022
							(Unaudited)			(Unaudited)
Revenue	$	133,983		$	338,967		$	291,418		$	313,690
Cost of revenue		143,841			415,105			296,523			534,579
Gross profit (loss)		(9,858	)		(76,138	)		(5,105	)		(220,889	)
Operating expenses		(2,668,241	)		(3,465,859	)		(2,088,161	)		(6,136,007	)
Loss from operations		(2,678,099	)		(3,541,997	)		(2,093,266	)		(6,356,896	)
Other income (expense)		(27,712	)		112,163			(4,087	)		(20,228	)
Loss before income taxes		(2,705,811	)		(3,429,834	)		(2,097,353	)		(6,377,124	)
Provision for income taxes		-			-			-			-
Net loss(1)	$	(2,705,811	)	$	(3,429,834	)		(2,097,353	)		(6,377,124	)
Weighted average shares outstanding		36,962,143			43,663,795			42,672,964			47,155,029
Net loss per share – basic and diluted	$	(0.07	)	$	(0.08	)	$	(0.05	)	$	(0.14	)

(1)

	As of November 30, 2021			As of August 31, 2022
	Actual			Actual			Pro Forma⁽¹⁾	Pro Forma as Adjusted ⁽²⁾⁽³⁾
				(Unaudited)			(Unaudited)
Balance Sheet Data:
Cash	$	447,502		$	339,707		$	$
Working capital⁽⁴⁾	$	479,000		$	(2,167,097	)	$	$
Total assets	$	1,050,120		$	805,489		$	$
Total liabilities	$	564,870		$	4,579,107		$	$
Accumulated deficit	$	(10,570,072	)	$	(16,947,196	)	$	$
Total equity	$	485,250		$	(3,771,118	)	$	$

	(1)	The pro forma column in the balance sheet data table above reflects (i) the net issuance of shares of our Class A common stock upon the conversion of the Convertible Notes immediately prior to the closing of this initial public offering (based on the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus); and (ii) stock-based compensation expense of [$ ] related to stock options granted under the Equity Plan for which the service-based vesting condition was satisfied or partially satisfied as of August 31, 2022, reflected as an increase to additional paid-in capital and accumulated deficit.

	(2)	The pro forma as adjusted column reflects: (i) the pro forma adjustments set forth in footnote (1) above; and (ii) the sale of shares of our Class A common stock in this offering at an assumed initial public offering price per share of $[ ], which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	(3)	The pro forma as adjusted information discussed above is illustrative only and will depend on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price per share of $ , which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, each of our pro forma as adjusted cash, cash equivalents and marketable securities, working capital, total assets, additional paid-in capital, and total stockholders’ equity by approximately $ million, assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each 1.0 million share increase or decrease in the number of shares of Class A common stock offered in this offering would increase or decrease, as applicable, each of our pro forma as adjusted cash, cash equivalents and marketable securities, working capital, total assets, additional paid-in capital, and total stockholders’ equity by approximately $ million, assuming that the initial public offering price per share remains at $ , which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	(4)	We define working capital as current assets less current liabilities.

Key Business Metrics

	Fiscal year ended November 30						Nine Months Ended
	2020			2021			August 31, 2022
Nights Booked		2,572			6,547			6,403
Gross Bookings	$	828,541		$	1,442,469		$	1,465,279
Revenue	$	133,983		$	338,967		$	313,690	(3)
Loss from operations	$	(2,678,099	)	$	(3,541,997	)	$	(6,356,896	)(3)(4)

(1) Nights Booked on our platform in a period represents the sum of the total number of nights fulfilled for rentals that occurred in that period.

(2) Gross Bookings represents the dollar value of bookings on our platform in a period and is inclusive of Host earnings, service fees, cleaning fees, and taxes, net of cancellations and alterations that occurred during that period.

(3) Revenue and Loss from operations are unaudited for the period of nine months ended August 31, 2022.

(4) In the second quarter of 2022, the Company incurred a one-time expense of $1,475,765 as a result of the Exchange Offer and the resulting exchange of certain shares of the Company’s Series B common stock for shares of the Company’s Series A common stock, which was effected in connection with the Corporate Reorganization. This stock-based compensation modification valuation was based on a third-party valuation study to account for the change in fair value at the date of the exchange.

The following quarterly information has not been audited or reviewed by the Company’s independent registered public accounting firm.

Quarterly Statements of Operations (Unaudited)

	Three Months Ended
	Feb 29, 2020			May 31, 2020			Aug 31, 2020			Nov 30, 2020			Feb 28, 2021			May 31, 2021			Aug 31, 2021			Nov 30, 2021			Feb 28, 2022			May 31, 2022			Aug 31, 2022

Revenue	$	13,333		$	5,257		$	67,162		$	48,229		$	34,613		$	80,999		$	175,804		$	47,549		$	29,842		$	74,510		$	209,338
Costs and expenses
Cost of revenue		24,025			25,756			61,320			32,739			46,073			55,301			195,148			118,582			171,444			81,907			281,227
Sales and marketing		185,473			125,772			239,261			241,004			215,032			249,577			374,134			469,650			798,703			518,020			422,974
General & administrative		189,932			424,862			645,601			468,627			275,808			453,315			439,940			759,574			937,818			2,331,896			765,687
Research and development		27,132			39,050			29,024			52,498			44,235			45,869			57,385			81,341			120,170			116,883			123,857
Total costs and expenses		426,562			615,440			975,207			794,870			581,148			804,062			1,066,607			1,429,147			2,028,135			3,048,706			1,593,745

Loss from operations		(413,229	)		(610,185	)		(908,044	)		(746,640	)		(546,535	)		(723,063	)		(890,803	)		(1,381,598	)		(1,998,293	)		(2,974,196	)		(1,384,407	)
Net other income (expenses)		0			(7,200	)		(11,135	)		(9,376	)		(498	)		(2,450	)		(580	)		115,690			118,623			(32,373	)		(106,478	)
Net loss	$	(413,229	)	$	(617,384	)	$	(919,179	)	$	(756,016	)	$	(547,033	)	$	(725,513	)	$	(891,383	)	$	(1,265,908	)	$	(1,879,670	)	$	(3,006,569	)	$	(1,490,885	)

Quarterly Statement of Operations, as a Percent of Revenue (Unaudited)

	Three Months Ended
	Feb 29, 2020			May 31, 2020			Aug 31, 2020			Nov 30, 2020			Feb 28, 2021			May 31, 2021			Aug 31, 2021			Nov 30, 2021			Feb 28, 2022			May 31, 2022			Aug 31, 2022

Revenue		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%
Costs and expenses
Cost of revenue		180			490			91			68			133			68			111			249			575			110			134
Sales and marketing		1,391			2,392			356			500			621			308			213			988			2,676			695			202
General & administrative		1,424			8,081			961			981			797			560			250			1,597			3,143			3,130			366
Research and development		203			743			43			109			128			57			33			171			403			157			59
Total costs and expenses		3,199			11,706			1,452			1,648			1,679			993			607			3,006			6,796			4,092			761
Loss from operations		(3,099	)		(11,606	)		(1,352	)		(1,548	)		(1,579	)		(893	)		(507	)		(2,906	)		(6,696	)		(3,992	)		(661	)
Net other income (expenses)		0			(137	)		(17	)		(19	)		(1	)		(3	)		(0	)		243			398			(43	)		(51	)
Net loss		(3,099	)%		(11,744	)%		(1,369	)%		(1,568	)%		(1,580	)%		(896	)%		(507	)%		(2,662	)%		(6,299	)%		(4,035	)%		(712	)%

Quarterly Key Business Metrics (Unaudited)

	Three Months Ended
	Feb 29, 2020		May 31, 2020		Aug 31, 2020		Nov 30, 2020		Feb 28, 2021		May 31, 2021		Aug 31, 2021		Nov 30, 2021		Feb 28, 2022		May 31, 2022		Aug 31, 2022

Nights Booked		192		230		1,139		1,011		681		1,356		2,503		2,007		912		1,878		3,613
Gross Bookings		34,888		34,122		438,821		320,706		117,572		308,548		675,030		341,316		270,064		371,430		823,784

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information included under “Business” and our financial statements and the accompanying notes included elsewhere in this prospectus. The discussion and analysis below are based on comparisons between our historical financial data for different periods and include certain forward-looking statements about our business, operations and financial performance. These forward-looking statements are subject to risks, uncertainties, assumptions and other factors described in “Risk Factors.” Our actual results may differ materially from those expressed in, or implied by, those forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Overview of RVnGO

We believe in bringing people together and we are doing it with a free to Hosts person-to-person software platform for recreational vehicle rentals.

We believe in bringing people closer together and we are doing it with a peer-to-peer (or person-to-person) marketplace solution for recreational vehicle (“RV”) rentals, similar to Airbnb, but for RVs. Our features include:

	●	A free peer-to-peer platform with no listing or hosting fees to people who want to rent out their RVs, who we designate as “Hosts.” There is a 3% processing fee paid by people who want to rent RVs, who we designate as “Guests.” We do not charge any fees to Hosts.
	●	Complete business solution for an RV rental business, whether you have a fleet of one or 100 RVs.
	●	Compelling value-added services, like Guest and Host protection giving peace of mind for every transaction.

We created a complete business platform including listing, lead generation, eCommerce solution, booking calendar, customer management and fleet management tools. We give the small business operator the software and access to markets and customers they need to run their RV rental business, and we made it all free to the Host.

We believe that we are in the early stages of capitalizing on the many potential revenue opportunities that exist across the expanding RvnGO platform, which includes our registered Guests, RVs listed for sale and for rent, and our Hosts, including fleets, using our platform to run their RV rental businesses.

RvnGO also provides complimentary services to the Guest and Host protecting the integrity of the transaction by providing a secure platform for Guests and Hosts to get together and arrange their RV rental transaction, and if there is a cancellation or inability by one party or another to fulfill the rental transaction, making the parties whole. If there are extenuating circumstances that frustrate the transaction beyond the control of the party, like a disease, a transportation disruption or damage suffered to the RV before a transaction, the Guest is fully refunded. We recognize that when a Guest reserves an RV and makes a deposit, that RV is taken out of the rental pool and the Host may not be able to re-rent the RV if the Guest cancels shortly before the start of the reservation. The Host for each RV has the option to choose between a ‘strict’ or ‘flexible’ cancellation policy. If the Hosts has a strict cancellation policy, the Guest gets a full refund (less processing fees) if they cancel 30 days or more before the start of the rental, but they forfeit the booking deposit (plus processing fees thereon) designated by the Host if they cancel between 30 and 7 days before the start of the rental and forfeit the full amount of the rental including processing fees if the cancellation is made within 7 days of the rental. If the Host selected a flexible cancellation plan, then the Guest gets a full refund (less processing fees) if cancellation is more than 7 days before the rental, but forfeit their booking deposit (plus processing fees thereon) if the cancellation is made within 7 days of the rental.

Before the COVID-19 pandemic, there was strong demand for RV rentals, and the RV rental industry was in an under-supply situation, with the demand for RVs exceeding the supply and most Hosts were in a sellout situation (taking into account time needed to repair, maintain and turn over RVs between rentals). Further, management believes the following trends combine to provide a robust and positive backdrop for the continued growth of the RV industry, including RV rentals and the services provided by the Company:

●	Before the COVID-19 pandemic, based on our own estimates, we believe there was demand for up to $35 billion annually in RV rental transactions, swamping the then-existing 200,000-unit fleet that met only $5 billion of that demand annually.

●	Currently, there are between one to ten million searches every month for the keyword ‘RV rental’ and closely related keywords according to Google keyword search trends (www.trends.google.com) over the last twelve months.
●	Management believes that no one in the current market processes more than 5% of RV rental transactions directly or indirectly. The largest fleet operator is Cruise America, with an estimated 5,000 units.
●	The United States is estimated to represent about half of the market worldwide for RVs.
●	In a 2021 study conducted by IPSOS for GoRVing, “RV Owner Demographic Profile Study”, including general interest and purchase intentions, particularly from more youthful demographics such as Millennials and more traditional demographic groups associated with Rving, provide a positive long-term outlook for the RV industry.

Key Business Metrics

We track the following key business metrics to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. Accordingly, we believe that these key business metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team. These key business metrics are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled metrics or measures presented by other companies.

Nights Booked

Nights Booked is a key measure of the scale of our platform, which in turn drives our financial performance. Nights Booked on our platform in a period represents the sum of the total number of nights fulfilled for RV rentals. For example, a booking originally made in 2020 but starting on March 15, 2021 would be reflected in Nights Booked for our quarter ended May 31, 2021.

In 2021, we had 6,547 Nights Booked, 255% higher from 2,572 Nights Booked in 2020, which was 443% higher from 580 in 2019. Nights Booked grows as we attract new Hosts and Guests to our platform and as repeat Guests increase their activity on our platform. In the first nine months of 2022, we had 6,403 Nights Booked, which was 40% higher than the same period in the previous year.

We experience seasonality in the number of Nights Booked. Typically, the third and fourth quarters of the year each have higher Nights Booked than the first two, as Guests plan for travel during the peak travel season, which is in the third and fourth quarters for the United States. Our bookings can also be impacted by the timing of holidays and other events as described in the subsection titled “— Key Factors Affecting Our Performance — Seasonality” below.

In 2020, our Nights Booked increased from prior levels, which we believe was significantly due, in part, to the COVID-19 pandemic, with more people gravitating toward vacation experiences within driving distance of their homes. Further detail is presented in the subsection titled “—Impact of COVID-19” below. In 2021, our Nights Booked continued to grow, reflecting the continued positive demand influence due to the COVID-19 pandemic and also reflecting the growth of our business with some of the positive impacts from the COVID-19 pandemic having waned in our industry. In the first nine months of 2022, we believe our Nights Booked grew primarily as a result of the growth of our business with the positive impacts of the COVID-19 pandemic on our industry in previous years having largely waned as the U.S. RV rental market returned to a new normal after the initial outbreak of the pandemic.

Gross Bookings

Gross bookings represent the dollar value of bookings on our platform in a period and is inclusive of Host earnings, service fees, cleaning fees, and taxes, net of cancellations and alterations that occurred during that period. The timing of recording gross bookings and any related cancellations is similar to that described in the subsection titled “— Key Business Metrics — Nights Booked” above. Revenue from the booking is recognized upon check-in; accordingly, gross bookings is a leading indicator of revenue. The entire amount of a booking is reflected in gross bookings during the quarter in which booking occurs, whether the Guest pays the entire amount of the booking upfront or elects to defer the balance until it is due by paying a booking deposit.

In 2021, we had gross bookings of $1,442,469, 74% higher from $828,541 in gross bookings in 2020, which was 1,593% higher from $48,921 in 2019. In the first nine months of 2022, we had $1,465,279 in gross bookings which was 33% higher than the same period in the previous year.

We experience seasonality in our gross bookings that is consistent with the seasonality of Nights Booked. In 2021, Guests booked stays on average 16 days before check-in although there is variability based on seasonality and geography, compared to only 10 days before check-in in 2020. The average number of days between a booking and check-in tends to be shortest in the third quarter, as this represents the peak travel period in the United States, and longest in the first quarter.

Similar to our Nights Booked, in 2020 through the first nine months of 2022, we believe our growth in gross bookings was due to the same factors that caused our Nights Booked to grow.

We have experienced significant growth in the number of Hosts listing on our platform and number of Guests since the COVID-19 pandemic began, resulting in strong year-over-year growth rates in both Nights Booked and associated gross bookings.

The table below summarizes our financial metrics and non-financial metrics for our fiscal years in 2021 and 2020 and nine months ended August 31, 2022.

	Fiscal year ended November 30						Nine Months Ended
	2020			2021			August 31, 2022
Nights Booked		2,572			6,547			6,403
Gross Bookings	$	828,541		$	1,442,469		$	1,465,279
Revenue	$	133,983		$	338,967		$	313,960	(1)
Loss from operations	$	(2,678,099	)	$	(3,541,997	)	$	(6,356,896	)(1)(2)

	(1)	Revenue and Loss from operations are unaudited for the nine months ended August 31, 2022
	(2)	In the second quarter of 2022, the Company incurred a one-time expense of $1,475,765 as a result of the Exchange Offer and the resulting exchange of certain shares of the Company’s Series B common stock for shares of the Company’s Series A common stock, which was effected in connection with the Corporate Reorganization. This stock-based compensation modification valuation was based on a third-party valuation study to account for the change in fair value at the date of the exchange.

Impact of COVID-19

The unprecedented and rapid spread of COVID-19 and the ongoing and prolonged government lockdown restrictions and social distancing measures implemented throughout the world have significantly impacted our business performance both positively and negatively. In response to the COVID-19 pandemic, we took decisive actions to help protect our employees. As a result, we sent our team members home on March 16, 2020 to work from home, and we have remained in a remote posture since. We have had employees diagnosed with the virus; fortunately, none were hospitalized although some have suffered symptoms for a protracted period.

The COVID-19 outbreak initially caused material harm to our businesses in March and April 2020 with investors that were considering an investment in RVnGO deferring any consideration. Starting in March 2020, industry tradeshows and industry events were cancelled as a consequence of the COVID-19 pandemic and related government responses, making it more difficult to promote our platform and services to our customers, particularly RV owners and RV rental fleet operators. Festivals and large public gatherings were also cancelled starting in March 2020, reducing the demand for RVing and RV rentals normally associated with those events. Further, reservations and trips already booked on our site were being cancelled wholesale, which required us to refund deposits. In April 2020, we were also forced to lay off a number of employees, apply temporary salary reductions and actively manage our cash outflows and operating expenses.

In May 2020, we began to see a dramatic reversal in consumer demand for RV rentals and our services. With the COVID-19-related restrictions that were placed on the travel industry, including hotels, cruise lines and similar forms of accommodation, RVs were seen as a safe and attractive alternative. Traffic to our site rebounded in May 2020 and continued to increase rapidly through the summer. According to Ahrefs.com, our organic traffic increased nine-fold from May 1, 2020 to September 1, 2020. Further, in the fall of 2021, we saw a partial resumption of tradeshows and in-person events while others have not yet resumed. Festivals and large public gatherings also started to resume to a limited extent in the summer and fall of 2021, resulting in some of the demand for RV rentals associated with those events returning. Since the start of the pandemic, we estimate from analytics provided by Ahrefs.com that our organic traffic has increased from about 500 organic users a month to more than 100,000 a month, with spot highs of more than 185,000. As a result, we saw a sixteen-fold increase in gross bookings and four-fold increase in revenue in fiscal year 2020 compared to fiscal year 2019, and nearly doubling again our revenue in fiscal year 2021 compared to fiscal year 2020. Gross profits also increased ten-fold in fiscal year 2020 compared to fiscal year 2019 and over two-fold again in fiscal year of 2021 compared to fiscal year 2020. In the first nine months of fiscal year 2022, we saw a return to a new normal, with the effects of the pandemic having largely waned in the United States in the RV rental industry, but with some long-term positive impacts remaining from the pandemic, such as increased RV rental market exposure, and, we believe, some long-term increased demand from users that were introduced to RVing during the pandemic.

More recently, new variants of COVID-19 such as the Omicron variant and its subvariants, that are significantly more contagious than previous strains, have emerged. The spread of these new strains initially caused many government authorities and businesses to reimplement prior restrictions in an effort to lessen the spread of COVID-19 and its variants; however, while many of these restrictions have been lifted, uncertainty remains as to whether additional restrictions may be initiated or again reimplemented in responses to surges in COVID-19 cases. Accordingly, while the COVID-19 pandemic has generally had a positive impact on our business since May 2020, such variants could once again cause serious disruption to our business and operations.

We continue to monitor the evolving situation caused by the COVID-19 pandemic, and we may take further actions required by governmental authorities or that we determine are prudent to support the well-being of our employees, customers, business partners and others. The degree to which the COVID-19 pandemic impacts our operations, business, financial results, liquidity, and financial condition will depend on future pandemic-related developments, which are highly uncertain, continuously evolving and cannot be predicted. This includes, but is not limited to, the duration and spread of the pandemic; its severity; the emergence and severity of its variants; the actions to contain the virus or treat its impact, such as the availability and efficacy of vaccines (particularly with respect to emerging strains of the virus) and potential hesitancy to utilize them; and how quickly and to what extent normal economic and operating conditions can resume. Adverse economic and market conditions as a result of COVID-19, such as increased inflation, could also adversely affect the demand for RV rentals and our services.

In June 2020, the Company received a PPP (Payroll Protection Program) Loan from Wells Fargo Bank NA under the program established by the Federal government of the United States of America to provide economic stimulus in reaction to the COVID-19 pandemic. In the fourth quarter of fiscal year 2021, the Company was granted forgiveness of the PPP loan under the terms of the program. See “—Liquidity and Capital Resources” for additional information.

Refer to the section entitled “Risks Factors” in this prospectus for additional risks we face due to the COVID-19 pandemic.

Key Factors Affecting Our Performance

Ability to Attract and Retain Hosts

Hosts are the foundation of our community. We are focused on continuing to grow and retain the number of Hosts who choose to list their RVs on our platform, which is critical to our long-term success.

We grow our gross bookings by attracting new Hosts who add RV rental listings to our platform and by increasing the number of nights that are available to book. As of August 31, 2022, we had over 3,100 individual Hosts on our platform, including over 520 rental fleet operators (we define a fleet operator as anyone that lists more than one RV for rent), including the third largest rental fleet in the United States (Road Bear) and the second largest rental fleet (El Monte). We believe the marketplace is highly fragmented, and we are aware of only three rental fleet operators with fleets of more than 1,000 RV rental units. In the first nine months of fiscal year 2022, we added 776 new Hosts. In 2021, we had an increase of 182% in Hosts over 2020, and in 2020 we increased the number of Hosts by 163% over 2019. We believe the growth in our Hosts and their listings highlights our growth in the person-to-person RV rental marketplace and which does not require us to make significant investments in fixed assets, real estate, service centers nor RV rental inventory.

In particular, our platform unlocks the potential for Hosts to share their RVs and earn income in a way that was previously not possible and for Guests to visit places through their RV rentals. We have designed our platform to provide a complete business solution for a Host that wants to rent their RV and earn income from it by providing them an easy way to list their RVs, sending them customers that come to our platform and find their RV for rent, giving them a booking calendar and an eCommerce solution to process transactions, and also giving them fleet management and customer management tools, all for free. We also transformed the economics of renting our RVs by not only providing them a complete business solution for free.

We attract new individual Hosts predominantly through organic channels such as word of mouth, social media channels and affinity groups, and our increasing brand recognition. We focus on describing the benefits of hosting to existing and potential individual Hosts and making onboarding of their listings as seamless as possible. We enable individual Hosts to increase bookings by empowering them with information and tools to optimize their listings, including scheduling, integrated payments, community support, host protection services, and reviews.

We also attract listings from professional Hosts or fleet operators that leverage our platform and tools to run their RV rental business. These Hosts expand the types of listings available to our Guests. We provide professional Hosts with information and tools to optimize their listings, including scheduling, integrations with their own web site, integrated payments, community support, Host protection plan, fleet management tools, customer management tools, and reviews. We attract professional Hosts or fleet operators through direct sales with our sales team, participating in industry groups like the Recreational Vehicle Dealers Association, and its subgroup the Recreational Vehicle Rental Association, and exhibiting at related events and trade shows. We onboard these Hosts through our customer success team which helps them list their fleets and educates them on the business solutions available on the platform. The ultimate goal of our Customer Success team is to have professional Hosts, who currently originate a significant portion of their own bookings through their own legacy business, their own web site and listings on social media or other platforms like Craigslist or Facebook marketplace, to fully adopt our business solution. In doing so, we believe Hosts can significantly increase their profits, streamline their operations and booking processes, and save time, allowing them to focus on creating a great RVing experience for their Guests. Hosts processing all their transactions through our platform is a key driver for increasing our gross bookings.

Ability to Attract and Retain Guests

We have demonstrated an ability to continue to grow the number of Guests who are active on our platform, and as of August 31, 2022, we had over 23,000 active Guests on our platform (i.e., users that had created an account and verified their email and phone number with us and successfully logged in at least once). In the first nine months of fiscal year 2022, we added 5,676 active users. During 2021, we had 7,889 new active users, which represented an increase of 12% over 2020. In 2020 compared to 2019, our new active users grew by 760%.

We grow gross bookings by attracting new Guests to book stays on our platform and through past Guests who return to our platform to make new bookings. We attract most Guests directly or through unpaid channels. In 2021, approximately 76% of all traffic to RVnGO came organically through direct or unpaid channels, reflecting the strength of our brand. This trend continued in the first nine months of fiscal year 2022 with 72.5% of our traffic being organic. We have also used paid performance marketing, for example on search terms including ‘RVnGO,’ ‘RV rentals’ and related modifiers like ‘RV rentals near me’ or a certain city, to attract Guests. Our strategy is to increase brand marketing and use the strength of our brand to attract more Guests via direct or unpaid channels and to decrease our performance marketing spend over time as our organic traffic continues to build.

We believe our value-added services that protect our Guests when renting an RV through RVnGO are key to creating trust in the RVnGO RV rental process. Our protection plan protects the Guest if there is damage to the RV during the rental, and, if the Guest has an accident, we have arranged auto-liability coverage up to $1 million provided by a third party underwriter. We also protect the Guest if the reservation is cancelled by the Host, or the Host fails to deliver the RV as promised or represented by offering full refunds on any amounts paid towards the compromised booking. Finally, we provide a trusted platform with secured transaction processing and communications between the Guest and Host.

Investments in Technology

We are investing significant resources in our technology architecture and infrastructure. These improvements enable our engineers to use the latest tools and technologies to build new products and features. In 2020, 2021 and so far in 2022, we have made significant investments to enhance the underlying architecture and scalability of our platform by upgrading our systems and improving our system architecture and enhancing the user experience and the workflows to book an RV or to manage their RV rental business on RVnGO. Our continued improvement of our technology platform and product experience is paramount to our user experience, driving our ability to attract and retain Hosts and Guests, improve the rate of booking for new and returning Guests, and generate revenue. As such, we will continue to invest in our technology platform.

Seasonality

Our business is seasonal, reflecting typical travel behavior patterns over the course of the calendar year. In a typical year, the third quarter has the highest Nights Booked followed by the fourth quarter, the first and second quarters are the offseason in North America and have the least number of Nights Booked. Our gross bookings and revenue can also be impacted by the timing of holidays and other events such as popular RV events and festivals that shift or change dates. We experience seasonality in our gross bookings that is consistent with the seasonality of Nights Booked. Revenue has historically been, and is expected to continue to be, highest in the third quarter when we have the most check-ins, which is the point at which we recognize revenue. Seasonality also affects our expenses with most of our paid marketing (such as digital marketing ads on search engines or banner ads) coming in the first and second quarters, when our gross bookings are lowest, to attract Guests who are planning their vacations in the upcoming third quarter.

Our costs are relatively fixed across quarters other than increased marketing (relative to gross bookings) in the first two quarters or vary in line with the volume of transactions.

Our quarterly results illustrate the seasonality of our business, and in particular our cost of revenue declined as a percent of revenue as the business scaled in the summer of 2021, representing 68% and 111% of revenue in the second and third quarters of 2021, respectively. In the second and third quarters of 2022 our cost of revenue was 110% and 134%, respectively, primarily due to increased underwriting fees paid to our underwriters and higher than expected damage claims and resulting expenses under our protection plan. Expenses incurred providing our value-added services are recorded in the quarter in which they are incurred under our cost of revenue, resulting in some claims that occurred with rentals in the second and third quarters being realized in the fourth quarter when revenues also in the past have decreased due to seasonality.

The following quarterly information has not been audited or reviewed by the Company’s independent registered public accounting firm.

Quarterly Statements of Operations (Unaudited)

	Three Months Ended
	Feb 29, 2020			May 31, 2020			Aug 31, 2020			Nov 30, 2020			Feb 28, 2021			May 31, 2021			Aug 31, 2021			Nov 30, 2021			Feb 28, 2022			May 31, 2022			Aug 31, 2022

Revenue	$	13,333		$	5,257		$	67,162		$	48,229		$	34,613		$	80,999		$	175,804		$	47,549		$	29,842		$	74,510		$	209,338
Costs and expenses
Cost of revenue		24,025			25,756			61,320			32,739			46,073			55,301			195,148			118,582			171,444			81,907			281,227
Sales and marketing		185,473			125,772			239,261			241,004			215,032			249,577			374,134			469,650			798,703			518,020			422,974
General & administrative		189,932			424,862			645,601			468,627			275,808			453,315			439,940			759,574			937,818			2,331,896			765,687
Research and development		27,132			39,050			29,024			52,498			44,235			45,869			57,385			81,341			120,170			116,883			123,857
Total costs and expenses		426,562			615,440			975,207			794,870			581,148			804,062			1,066,607			1,429,147			2,028,135			3,048,706			1,593,745

Loss from operations		(413,229	)		(610,185	)		(908,044	)		(746,640	)		(546,535	)		(723,063	)		(890,803	)		(1,381,598	)		(1,998,293	)		(2,974,196	)		(1,384,407	)
Net other income (expenses)		0			(7,200	)		(11,135	)		(9,376	)		(498	)		(2,450	)		(580	)		115,690			118,623			(32,373	)		(106,478	)
Net loss	$	(413,229	)	$	(617,384	)	$	(919,179	)	$	(756,016	)	$	(547,033	)	$	(725,513	)	$	(891,383	)	$	(1,265,908	)	$	(1,879,670	)	$	(3,006,569	)	$	(1,490,885	)

Quarterly Statement of Operations, as a Percent of Revenue (Unaudited)

	Three Months Ended
	Feb 29, 2020			May 31, 2020			Aug 31, 2020			Nov 30, 2020			Feb 28, 2021			May 31, 2021			Aug 31, 2021			Nov 30, 2021			Feb 28, 2022			May 31, 2022			Aug 31, 2022

Revenue		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%
Costs and expenses
Cost of revenue		180			490			91			68			133			68			111			249			575			110			134
Sales and marketing		1,391			2,392			356			500			621			308			213			988			2,676			695			202
General & administrative		1,424			8,081			961			981			797			560			250			1,597			3,143			3,130			366
Research and development		203			743			43			109			128			57			33			171			403			157			59
Total costs and expenses		3,199			11,706			1,452			1,648			1,679			993			607			3,006			6,796			4,092			761
Loss from operations		(3,099	)		(11,606	)		(1,352	)		(1,548	)		(1,579	)		(893	)		(507	)		(2,906	)		(6,696	)		(3,992	)		(661	)
Net other income (expenses)		0			(137	)		(17	)		(19	)		(1	)		(3	)		(0	)		243			398			(43	)		(51	)
Net loss		(3,099	)%		(11,744	)%		(1,369	)%		(1,568	)%		(1,580	)%		(896	)%		(507	)%		(2,662	)%		(6,299	)%		(4,035	)%		(712	)%

Quarterly Key Business Metrics (Unaudited)

	Three Months Ended
	Feb 29, 2020		May 31, 2020		Aug 31, 2020		Nov 30, 2020		Feb 28, 2021		May 31, 2021		Aug 31, 2021		Nov 30, 2021		Feb 28, 2022		May 31, 2022		Aug 31, 2022

Nights Booked		192		230		1,139		1,011		681		1,356		2,503		2,007		912		1,878		3,613
Gross Bookings		34,888		34,122		438,821		320,706		117,572		308,548		675,030		341,316		270,064		371,430		823,784

Host and Guest Protections

A component of our business is managing the value-added services that are offered through RVnGO to protect the Guest and Host during the RV rental with our ‘protection plan’ to increase the trust and confidence of both parties in undertaking the rental. We have arranged auto-liability coverage for the Guest through Crum & Forster, a third-party carrier, to provide auto liability coverage for RVs registered in all states of the United States except the State of New York (consequently, we do not allow RV rentals that originate in the State of New York for RVs that are registered in that State). We also provide administration services, which includes damage assessments, for disputes between the Guest and the Host during a rental including in the event of cancellation or damage to the RV, and protecting Guests and Hosts for RV damage during the rental by providing Hosts contractual reimbursement opportunities for damage to the RV and the ability for Guests to contractually cap their out-of-pocket expenses for damage they cause to the RV. If an expense results from providing those services, we record an expense for the amount when incurred. If there are more incidents than anticipated or if the expenses are more than anticipated, this could affect our expected results and financial resources. Also, we are implementing what we believe will be an efficient dispute resolution system, but if this proves more difficult than expected, our expenses could increase and our reputation with our customers could suffer.

Components of Our Results of Operations

Revenues

We recognize revenue in accordance with the Revenue Recognition (Topic 606) issued by the Financial Accounting Standards Board (“FASB 606”). Revenue is recognized during the fiscal period in which the transaction takes place, defined as when the Guest checks-in and accepts the RV rental under the reservation. Components of revenue include (i) value-added services which consists of all the services and commitments the Company makes to its Guest and Hosts in relation to a rental transaction to give them peace of mind and includes Host and Guest protection and roadside assistance fees, and (ii) processing fees of 3% of the total transaction charged to the Guest.

Cost of Revenue

Our cost of revenue includes expenses incurred in providing our protection plan, namely the expenses we incur for arranging auto liability coverage from the third-party auto liability carrier and damages caused to rented RVs that are covered under such protection plan, the fees we incur to a third party that provides our roadside assistance services, and merchant banking expenses. We recognize those costs when incurred.

On a quarterly basis, our costs of revenue as a percent of revenue are lowest in the second and third quarters as the business increases during the peak season because a portion of our costs of revenue are fixed, but otherwise generally scale in proportion with our revenue. Expenses for our value-added services, including our protection plan and roadside assistance are recorded in the quarter in which the loss occurred or realized under our cost of revenue.

For instance, if the rental was for $150, plus $10 in cleaning fees, plus $16 in taxes we collected on behalf of the Host (based on an assumed 10% tax rate on the services they provided) plus $60 value-added fees and $12 for roadside assistance, Gross Bookings, revenue and cost of revenue would be as follows:

	●	Gross Bookings = $255.44 = ($150+$10+$16+$60+$12) x 1.03 (3% processing fee)

	●	Less: Host Fees Paid Out = $176 = $150+10+16

	●	Revenue = $79.44

	●	Less cost of revenue = $32 = Merchant banking expenses + underwriting expenses + cost to provide roadside assistance + production expenses + value-added services expenses including Host and Guest protection plan expenses and the costs to provide roadside assistance

	●	Gross Margin = $47.44 (revenue less cost of revenue)

Operating expenses

Operating expenses consist of expenses that are associated or correlated with our revenue-generating activities. All costs are expensed in the period in which the related revenues are recognized. The operating expenses for each of our segments is below:

Sales and Marketing Expenses

Payroll

Our largest functional group is our sales and marketing organization, consisting of eight full-time team members. We record our payroll expenses for those team members here (excluding benefits, workers compensation payments and withholding taxes, which are recorded in General & Administrative Expenses). We also rely heavily on marketing consultants to provide us services specializing in digital marketing, particularly in organic web site generation (SEO or search engine optimization) and digital marketing (SEM or search engine marketing and programmatic marketing).

Advertising and Promotion

Our advertising and promotion budget will continue to be one of the largest budgets for operating expenditures. We invest heavily in digital marketing channels to build our brand and drive traffic to our platform in (i) search engine optimization, so we rank highly on internet search engines such as Google and Microsoft for users looking for RVs to rent, including extensive efforts to create relevant materials such as articles, reviews, and blogs that drive organic traffic, (ii) search engine marketing, including bidding on keyword advertisements for users searching for RVs to rent, and (iii) social media marketing to users and groups that are interested in RVs on social media platforms like Facebook, Instagram, Pinterest and others.

We also invest significantly in traditional marketing channels, such as print publication relevant to our target audiences, and TV shows. We currently have a five-year sponsorship program with “The RVers”, a reality TV show about RVing broadcast on the Discovery Channel, National Geographic, the network of PBS stations and other networks. In the fourth quarter of fiscal year 2021, we also entered into a three-year marketing license and sponsorship agreement for four race weekends with three raceways that host NASCAR races in Phoenix, Arizona, Fontana, California, and Miami, Florida, with the expenses accrued monthly. We believe the sponsorship agreement provides an opportunity to build brand awareness among current and potential customers by strengthening the relationships we have with our customers, in particular our top Hosts, and creating unique race week packages for Guests. We continue to evaluate a potential expansion of the scope of the sponsorship agreement, including adding more events and expanding our presence at those events, which would result in increased marketing expenses. Additionally, we plan significant expansion in content and affiliate marketing and even larger increases in our digital marketing budgets in 2022, including search engine marketing, display or banner ads, social media marketing, and targeted or programmatical marketing and remarketing.

Trade Shows and other Marketing Expenses

We did not attend any trade shows after the second quarter of 2020 until in-person events resumed in the fourth quarter of 2021. We attend and exhibit annually at the Recreational Vehicle Dealers Association tradeshow, normally held in Las Vegas, which is a leading trade show in our industry for independent RV rental and sales fleet operators. As these events begin to resume, we expect to also resume attending these events which we will increase our expenses related to tradeshows and other marketing events.

General and Administrative Expenses

Payroll & Payroll Taxes and Benefits

Our general and administrative payroll reflects the salaries of our executive and management teams, and our call center and concierge teams. We record the expenses for all our team members in general and administrative, even if they are in another segment, for employee benefits, withholding taxes, workers compensation payments and other employee related expenses that are not salary and bonuses. We also record stock-based compensation expenses for all employees under general and administrative expenses. On August 1, 2020, we introduced medical, dental and other health and well-being benefits to all of our team members. We believe this is an important milestone for the Company, enabling us to attract and retain high performing team members and bring more talent to the organization.

Legal, Professional and Consulting Services

We continue to rely heavily on consulting services to provide advice and services in areas of specialization that the Company does not normally employ, such as legal, accounting, and other consulting services. We also record fees and other expenses related to our capital raising efforts here.

Rent & Lease

With the stay-at-home orders due to the COVID-19 pandemic, we moved to a distributed work from home model. We found team members remained productive working from home, and not being tied to a set office space provided flexibility to our growth and staffing plans by allowing us to hire talented team members throughout the United States best suited for an open position. We plan to continue to maintain a distributed organization that primarily works from home for the foreseeable future. We are currently in an office share arrangement in Phoenix, Arizona, with our own dedicated office of approximately 400 square feet that team members share when they come into the office. Pursuant to this arrangement, we have access to shared office space, meeting rooms and boardrooms. The arrangement is terminable by us for any reason with 30 days’ notice, has nominal monthly fees of less than $1,500, is easily expandable or contractable based on our space needs, and we are not responsible for any common costs or utilities. Team members working in other cities have the option to also rent shared office space that is convenient to their location. We have found that we have not lost productivity working remotely as long as there are meeting rooms available if two or more employees need to meet in person. Renting flexible office space also lets us expand as needed.

Research and Development

Expenditures primarily reflect our research and development team member payroll, which includes the payroll for our programmers, quality and assurance testers and development consultants (excluding benefits and employment related expenses that are not salary and bonus payments — those expenses are aggregated and reported in the General & Administrative Benefits). We also record expenses for software and services used in our development and research efforts.

Intangible Assets Impairment

We periodically review the carrying values of finite lived intangible assets and other long-lived assets. When circumstances indicate that an impairment of value may have occurred, we test such assets for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amounts. We recognize an impairment loss for the amount by which the carrying amount exceeds the asset’s fair value.

Amortization

Amortization expenses include capitalized software development costs, which are amortized over an estimated useful life of three years.

Results of Operations

The following table sets forth our results of operations for the periods presented:

	Fiscal Year Ended November 30						For the Nine Months Ended
	2020			2021			August 31, 2021 (Unaudited)			August 31, 2022 (Unaudited)
Statements of Operations Data:
Revenue	$	133,983		$	338,967		$	291,418		$	313,690
Costs and expenses
Cost of revenue		143,841			415,105			296,523			534,579
Sales and marketing		791,512			1,308,392			838,742			1,739,696
General and administrative(1)		1,729,022			1,928,637			1,101,930			4,035,401
Research and development		147,707			228,830			147,489			360,910

Total costs and expenses		2,812,082			3,880,964			2,384,684			6,670,586
Loss from operations		(2,678,099	)		(3,541,997	)		(2,093,266	)		(6,356,896	)
Other income (expense), net		(27,712	)		112,163			(4,087	)		(20,228	)
Net loss	$	(2,705,811	)	$	(3,429,834	)	$	(2,097,353	)	$	(6,377,124	)

(1)

Includes stock-based compensation for employees and consultants recorded under general and administrative expenses as follows:

	Fiscal Year Ended November 30				For the Nine Months Ended
	2020		2021		August 31, 2021 (Unaudited)		August 31, 2022 (Unaudited)
General and administrative
Total stock-based compensation expenses	$	820,730	$	835,160		574,937		1,935,263

The following table sets forth the components of our statements of operations for each of the periods presented as a percentage of revenue:

	Fiscal Year Ended November 30						For the Nine Months Ended
	2020			2021			August 31, 2021 (Unaudited)			August 31, 2022 (Unaudited)
Statements of Operations Data:
Revenue		100.0	%		100.0	%		100.0	%		100.0	%

Costs and expenses
Cost of revenue		107.4			122.5			101.8			170.4
Sales and marketing		590.8			386.0			287.8			554.6
General and administrative		1,290.5			569.0			378.1			1,286.4
Research and development		110.2			67.5			50.6			115.1

Total costs and expenses		2,098.9			1,145.0			818.3			2,126.5
Loss from operations		(1,998.9	)		(1,045.0	)		(718.3	)		(2,026.5	)
Other income (expense), net		(20.7	)		33.1			(1.4	)		(6.4	)
Net loss		(2,019.6	)%		(1,011.9	)%		(719.7	)%		(2,032.9	)%

Nine Months Ended August 31, 2021 Compared to Nine Months Ended August 31, 2022

Revenue

	Nine Months Ended August 31,
	2021		2022
	(Unaudited)		(Unaudited)
Protection plan fees	$	219,213	$	243,674
Roadside assistance fees		19,253		35,316
Processing fees, net of refund fees and adjustments		52,952		34,700
Total Revenue	$	291,418	$	313,690

For the nine months ended August 31, 2021, compared to the nine months ended August 31, 2022. Revenue increased by $22,272, or 7.6%, in the nine months ended August 31, 2022, compared to the nine months ended August 31, 2021. The growth in revenue was in line with the growth of our Nights Booked and gross bookings, reflecting the general growth of our business despite the effects of the COVID-19 pandemic having largely waned in the United States in the RV rental industry, which had provided a significant positive impact to our business in 2020 and 2021.

A majority of the Company’s revenues are from fees under its protection plan charged to the Guest for each RV rental transaction which include Host and Guest protections in the event of damage to the RV. The Company also generates revenue from fees for optional roadside assistance services. The Company charges the Guest a 3% processing fee but also incurs an approximate 3% credit card processing fee from its merchant bank service supplier. In addition, if a transaction is cancelled and the transaction is reversed and refunded to the Guest, the merchant banking fee is also reversed, and together with other processing fee adjustments result in negative net revenue from processing fees.

Cost of Revenue

	Nine Months Ended August 31,
	2021			2022
	(Unaudited)			(Unaudited)
Cost of revenue	$	296,523		$	534,579
Percentage of revenue		102	%		170	%

For the nine months ended August 31, 2021, compared to the nine months ended August 31, 2022. Cost of revenue increased $238,056, or 80%, in the nine months ended August 31, 2022, compared to the nine months ended August 31, 2021. The significant factors that contributed to the increase were (1) expenses related to our protection plan services increased by $211,591 primarily due to an increase in the claims rate relative to the growth in protection plan fees, combined with an increase of $90,019 in underwriting fees due to premium increases charged to us by our third-party auto liability carrier, Crum & Forster, relative to the growth in protection plan fees; and (2) roadside assistance expenses grew by $13,297 in line with the growth in providing roadside assistance services, and (3) merchant processing fees increased by $17,794 because of higher processing volumes in line with our growth in revenue and gross bookings.

Generally, our cost of revenue scales with our revenues and, accordingly, also follows the seasonal patterns of our business, with cost of revenue higher in the third and fourth quarters as our revenue is also higher, but remain roughly the same as a percentage of revenue. Also included in our cost of revenue are fees that are relatively fixed such as our production costs such as server usage fees and domain hosting fees, and premiums paid to the auto liability carrier that are ceded minimum premiums if minimum premium volumes are not achieved.

Expenses for providing our protection plan services may vary from period to period as a percent of revenue depending on the frequency of incidents that result in such expenses which do not necessarily scale with revenue but are event driven (more accidents involving rental vehicles, etc.). A series of large protection plan expenses in a quarter could skew our cost of revenues for that period, making it larger as a percentage of revenue than in other quarters, particularly if revenue is lower because it is off-season quarter in which it would have a more disproportionate effect.

We also restructured the arrangement with the provider of auto-liability insurance in the third quarter of 2021 which resulted in lower cost of revenue as a percentage of revenue than in the prior quarters. In the third quarter of 2022, our underwriting expenses per night were increased by Crum & Forster upon the annual renewal. As we did not increase the fees for our protection plan, this resulted in higher cost of revenue as a percent of revenue starting in the third quarter of 2022.

As part of our protection plan services, claims liability is detailed in the table below for the periods presented:

	Balance at Beginning of Period		Additions (Reductions) for Current Period		Changes in Estimates for Prior Periods		Net Payments			Balance at End of Period

Claims Liabilities
Year Ended November 31, 2020	$	0	$	0	$	0	$	0		$	0
Year Ended November 31, 2021	$	0	$	232,169	$	0	$	(32,169	)	$	200,000
For Quarter Ended February 28, 2022 (unaudited)	$	200,000	$	132,869	$	0	$	(132,869	)	$	200,000
For Quarter Ended May 31, 2022 (unaudited)	$	200,000	$	1,086	$	0	$	(101,086	)	$	100,000
For Quarter Ended August 31, 2022 (unaudited)	$	100,000	$	170,079	$	0	$	(133,360	)	$	136,719

Sales and Marketing

	Nine Months Ended August 31,
	2021			2022
	(Unaudited)			(Unaudited)
Advertising and promotion	$	391,087		$	552,896
Total sales and marketing	$	838,742		$	1,739,696
Percentage of revenue		288	%		555	%

For the nine months ended August 31, 2021, compared to the nine months ended August 31, 2022. Sales and marketing expenses increased in the nine months ended August 31, 2022, compared to the nine months ended August 31, 2021 by $900,954 or 107%, due to a $376,294 increase in expenses for sales and marketing staff attributable to the continued growth of the business and higher headcount and an increase of $161,809 or a 41% increase in advertising and promotion due to higher spending on ads and promotions and $221,667 of expenses for our sponsorship arrangement for certain races in the NASCAR race series that commenced in October 2021. Advertising and promotion includes all of our marketing efforts including digital marketing on search engines, social media advertising, mass media advertising on television and print publication and events including tradeshows and event promotions. Total sales and marketing includes all of our sales and marketing expenses including payroll for our sales and marketing teams (but excluding taxes and benefits for the sales and marketing teams, which are recorded in General and Administrative expenses).

General and Administrative

	Nine Months Ended August 31,
	2021			2022
	(Unaudited)			(Unaudited)
General and administrative	$	1,101,930		$	4,035,401
Percentage of revenue		378	%		1,286	%

For the nine months ended August 31, 2021, compared to the nine months ended August 31, 2022. General and administrative expenses increased in the nine months ended August 31, 2022, compared to the nine months ended August 31, 2021 by $2,933,471 a 266% increase, and includes administrative and executive salaries, expenses associated with our call center including salaries, and employee taxes, workers compensation and benefits for all of our employees. The increase in general and administrative spending was primarily driven by an increase of $392,491 attributable to the increase in hiring of full-time employees as we scale our business and prepare for future growth, combined with an increase of $968,868 related to third party consulting fees for accounting legal and strategic consulting primarily related to expenses associated with this offering.

Additionally, in the second quarter of 2022, the Company incurred a one-time expense of $1,475,765 as a result of the Exchange Offer and the resulting exchange of certain shares of the Company’s Series B common stock for shares of the Company’s Series A common stock, which was effected in connection with the Corporate Reorganization. This stock-based compensation modification valuation was based on a third-party valuation study to account for the change in fair value at the date of the exchange.

Research & Development

	Nine Months Ended August 31,
	2021			2022
	(Unaudited)			(Unaudited)
Research and development	$	147,489		$	360,910
Percent of revenue		51	%		115	%

For the nine months ended August 31, 2021, compared to the nine months ended August 31, 2022. Our research and development costs in the nine months ended August 31, 2022, compared to the nine months ended August 31, 2021 increased by $213,421 or 145%, primarily due to hiring additional developers to continue to build and improve our platform.

Other Income and Expenses

	Nine Months Ended August 31,
	2021			2022
	(Unaudited)			(Unaudited)
Other income (expense)	$	(4,087	)	$	(20,228	)
Percent of revenue		(1	)%		(6	)%

For the nine months ended August 31, 2021, compared to the nine months ended August 31, 2022. Our other income (expense), net in the nine months ended August 31, 2022, compared to the nine months ended August 31, 2021 increased by $16,141 or 395%, primarily due to expenses associated with our financing activities. The Company received a grant of $125,000 during the nine months ended August 31, 2022, which partially offset $145,228 of interest expense for that period. Additional interest expense is directly related to the issuance of convertible debt and bridge financing during the nine months ended August 31, 2022.

Fiscal Year Ended November 30, 2020 Compared to Fiscal Year Ended November 30, 2021

Revenue

	Years ended November 30,
	2020		2021
	(Unaudited)		(Unaudited)
Protection plan	$	110,183	$	252,349
Roadside assistance		10,713		25,121
Processing fees, net of refund fees and adjustments		13,087		61,497
Total Revenue	$	133,983	$	338,967

2020 Compared to 2021. Revenue, net increased $204,984, or 153%, in 2021 compared to 2020, almost entirely due to a 255% increase in the number of check-ins related to Nights Booked on our platform and is due to a growth in user traffic to our platform and a growing number of Hosts that have listed RVs for rent on RVnGO. Gross bookings per night, declined 32% in 2021 compared to 2020 from $322 to $220 per night, illustrating the return to pre-COVID-19 pricing, while revenue per night decreased less than 1% from $52.09 in 2020 to $51.77 in 2021, primarily due to the fact that we did not change the pricing for our value-added services, maintaining the same prices in 2021 as we had in 2020 per night.

Cost of Revenue

	Fiscal Year Ended November 30
	2020			2021
Cost of revenue	$	143,841		$	415,105
Percentage of revenue		107.4	%		122.5	%

2020 Compared to 2021. Cost of revenue increased $271,264, or 189%, in 2021 compared to 2020. The significant factors that contributed to the increase were (1) expenses related to our protection plan services increased by $232,169 and underwriting fees that increased by $30,879; (2) roadside assistance expenses decreased by $1,904 due to a new arrangement with the service provider of our roadside assistance services resulting in lower per night rates, and (3) merchant processing fees increased by $40,999 because of higher processing volumes in line with our growth in revenue and gross bookings.

Sales and Marketing

	Fiscal Year Ended November 30
	2020			2021
Advertising and promotion	$	311,829		$	590,909

Total sales and marketing	$	791,513		$	1,308,392
Percentage of revenue		590.8	%		386.0	%

2020 Compared to 2021. Sales and marketing expenses increased in 2021 compared to 2020 by $516,880 or 65%, including a $279,080 increase in advertising and promotion, an 89% increase. Advertising and promotion increased due to an increase in spending on all of our advertising channels and expanded sponsorship relationships with our marketing partners. Additionally, expenses for sales and marketing staff increased by $216,386 from the prior year primarily due to increased payroll expenses from new hires and the hiring of more senior roles. Advertising and promotion includes all of our marketing efforts including digital marketing on search engines, social media advertising, mass media advertising on television and print publication and events including tradeshows and event promotions. Total sales and marketing includes all of our sales and marketing expenses including payroll for our sales and marketing teams.

General and Administrative

		Fiscal Year Ended November 30
		2020			&nb

RVELOCITY, INC. S-1