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ABOUT THIS PROSPECTUS

This prospectus constitutes a part of a registration statement on Form S-1 (together with all amendments and exhibits thereto, the “Registration Statement”) filed by us with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). As permitted by the rules and regulations of the SEC, this prospectus carefully. It describes our business, our financial conditionomits certain information contained in the Registration Statement, and resultsreference is made to the Registration Statement and related exhibits for further information with respect to EAWD and the securities offered hereby. With regard to any statements contained herein concerning the provisions of operations. We have prepared this prospectusany document filed as an exhibit to the Registration Statement or otherwise filed with the SEC, in each instance reference is made to the copy of such document so that you will have the information necessary to make an informed investment decision.filed. Each such statement is qualified in its entirety by such reference.

You should rely only on information contained in this prospectus. We have not, and the underwriter has not, authorized any other personanyone to provide you with additional information or information different information.from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell nor is it seekingor the solicitation of an offer to buy theseour securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer or sale is not permitted.

For investors outside the United States: Neither we nor the underwriter have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside of the United States. 

The information in this prospectus is complete and accurate only as of the date on the front cover but the informationof this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.those dates.

PROSPECTUS SUMMARYNo person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

This summary highlights selectedNeither we nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

INDUSTRY AND MARKET DATA

We are responsible for the disclosure in this Prospectus. However, this Prospectus includes industry data that we obtained from internal surveys, market research, and publicly available information and industry publications. The market research, publicly available information and industry publications that we use generally state that the information contained elsewheretherein has been obtained from sources believed to be reliable. The information therein represents the most recently available data from the relevant sources and publications, and we believe remains reliable. We did not fund and are not otherwise affiliated with any of the sources cited in this Prospectus. Forward-looking information obtained from these sources is subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this Prospectus.

TRADEMARKS

We own or have rights to use various trademarks, service marks, and trade names that we use in connection with the operation of our business. We use our “EAWD” trademark and related design marks in this prospectus. This summaryprospectus may also contain trademarks, service marks, and tradenames of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names, or products in this prospectus is not intended to, and does not contain allimply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the informationtrademarks, service marks, and trade names referred to in this prospectus may appear without the ®, TM, or SM symbols, but the omission of such references is not intended to indicate, in any way, that you should consider before investing inwe will not assert, to the Common Stock.  You should carefully readfullest extent under applicable law, our rights or the entire prospectus, including “Risk Factors”, “Management’s Discussionrights of the applicable owner of these trademarks, service marks and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “EAWC,” “EAWC Technologies,” “Eurosport Active,” “Eurosport” “Company,” “we,” “us” and “our” refer to Eurosport Active World Corporation or any of its subsidiaries.trade names.

Overview

The Company focuses on green sustainable solutions to generate and purify water, as well as the production and reproduction of energy. EAWC is already engaged in the promotion, development and commercialization of green technologies, mainly in Mexico & the State of California. The strong increased demand for water and energy around the world, the Company and its partners develop, manufacture, distribute and operate water generation, water purification, and green energy production (Waste to Energy) technologies.http://www.eawctechnologies.com

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Company History

Eurosport Active World Corporation (the “Company”) (formerly Eagle International Holdings Group Inc. or “EIH”), was incorporated under the laws of the State of Florida on August 23, 2000. EIH was a shell entity that was in the market to merge with an operating company.

On March 17, 2008, EIH entered into an Agreement and Plan of Acquisition (the “Merger Agreement”) with Inko Sport America, LLC (“ISA”), a Florida privately-held limited liability company. In connection with the closing of the Merger Agreement, ISA merged with and into EIH effective May 7, 2008, with the filing of the Merger Agreement with the Florida Secretary of State.

Pursuant to the terms and conditions of the Merger Agreement:

This transaction was accounted for as a recapitalization effected by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes.CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

ISA was a development stage company, incorporated on February 24, 2005. Through December 31, 2012, the Company had been primarily engaged in the promotion, development and commercialization of green technologies. In view of the increased demand of water and energy, the Company began to focus on water generation, water purification, and green energy production (Waste to Energy); acquiring and licensing the rights to sell and produce related technologies and securing through collaboration with Green Tech research and developments centers in Europe, the research and development, technical maintenance, education and training related to the technology.

Where You Can Find Us

Our principal executive offices are located at 2000 Ponce de Leon Blvd., 6^th Floor, Miami, Florida 33134. Our telephone number is 305-517-7330.

Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

We have already taken advantage of these reduced reporting burdensCertain statements contained in this prospectus which are also available to us as a smaller reporting company as defined under Rule 12b-2may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

For more details regarding this exemption, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies.”

THE OFFERING

(1) Based on 87,196,863 shares of Common Stock outstanding as of October 7, 2015.

(2) Does not include Common Stock underlying any convertible notes, warrant or option, including ones offered in this registration statement.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this prospectus, including in the documents incorporated by reference into this prospectus, includes some statements that are not purely historical and that are “forward-looking statements.”amended.  Such forward-looking statements include, but are not limited to, statements regarding our Company and management’s expectations, hopes, beliefs, intentions, or strategies regarding the future, including our financial condition and results of operations, and the expected impact of the offering on the parties’ individual and combined financial performance.operations. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Other important factors that we think could cause our actual results to differ materially from expected results are summarized below, including the ongoing impact of the current outbreak of the novel coronavirus ("COVID-19"), on the U.S., regional and global economies, the U.S. sustainable energy market, and the broader financial markets. The current outbreak of COVID-19 has also impacted, and is likely to continue to impact, directly or indirectly, many of the other important factors below and the risks described in this Form S-1 and in our filings under the Exchange Act. Other factors besides those listed could also adversely affect us. In addition, we cannot assess the impact of each factor on our business 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. In particular, it is difficult to fully assess the impact of COVID-19 at this time due to, among other factors, uncertainty regarding the severity and duration of the outbreak domestically and internationally, uncertainty regarding the effectiveness of federal, state and local governments’ efforts to contain the spread of COVID-19 and respond to its direct and indirect impact on the global economy and economic activity, including the timing of the successful distribution of an effective vaccine.

Statements regarding the following subjects, among others, may be forward-looking:

Forward-looking statements are based on beliefs, assumptions and expectations as of the date of this prospectus. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements after the date of this prospectus, whether as a result of new information, future events or otherwise.

The risks included here are not exhaustive. Other sections of this registration statement may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business 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. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus, and the exhibits to the registration statement of which this prospectus is a part before making your investment decision. This prospectus contains forward-looking statements and information relating to EAWD. See “Cautionary Note Regarding Forward-Looking Statements” above.

In this Prospectus, the terms “EAWD,” the “Company,” “we,” “us,” “our” or “ours” refer to Energy and Water Development Corp. and its wholly owned subsidiaries.

Company Overview

Energy and Water Development Corp. (the “Company” or “EAWD”) was originally incorporated as a Delaware corporation named Wealthhound.com, Inc. in 2000 and was converted to a Florida corporation under the name Eagle International Holdings Group Inc. on December 14, 2007.

On March 10, 2008, the Company changed its name to Eurosport Active World Corporation and on March 17, 2008, the Company entered into an Agreement and Plan of Acquisition (the “Acquisition Agreement”) with Inko Sport America, LLC (“ISA”), a privately-held Florida limited liability company wherein all of the certified owners of ISA exchanged their ownership interests in ISA for shares of the Company. In connection with the closing of the AcquisitionAgreement, the Company adopted ISA’s business plan and the Company’s registered directors were elected to their positions. This transaction was accounted for as a recapitalization effected by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes. ISA was administratively dissolved in September 2010.

In September 2019, the Company changed its name to Energy and Water Development Corp. to more accurately reflect the Company’s purpose and business sector. The Company has registered its logo “EAWD” with the United States Patent and Trademark Office, the European Union Intellectual Property Office and the World Intellectual Property Organization (WIPO) to secure its corporate identity. 

In order to effectively cater to its expanding operations within one of the EU’s most environmentally advanced nations, the Company has strategically established a branch for business operations in Germany, along with two wholly-owned German subsidiaries: Energy and Water Development Deutschland GmbH (“EAWD Deutschland”) and EAWD Logistik GmbH (“EAWD Logistik”). Moreover, recognizing the importance of regional market demands, the Company has also extended its presence to Mexico through a wholly-owned subsidiary called EAWD Mexico SA de CV, enhancing its capacity to address the needs of this area efficiently. This strategic positioning not only reflects the Company's commitment to environmental progress but also ensures an optimized response to evolving market requirements.

The Business

We are a leading engineering services company formed as an outsourcing green tech platform, focused on sustainable water and energy solutions.

Amidst the backdrop of climate change and the rise of extreme weather events, the green tech industry is witnessing transformative shifts. These phenomena have exacerbated water scarcity and intensified the global demand for energy. Recognizing the pressing nature of these challenges, EAWD is committed to crafting sustainable and renewable solutions. As such, EAWD is poised to become a pivotal player in an industry that is not only rapidly expanding, but also unlocking numerous new markets in response to these urgent environmental issues.

The forward-looking statements containedgreen tech industry is complex because it still requires increased promotion and public education about its potential. Furthermore, regulations in each country are different and, in many cases, several segments are regulated by both national and local (state, provincial, municipal) governments. EAWD’s approach seeks to assist businesses with the growth and development of their general operations by ensuring the efficient, profitable, and sustainable supply/generation of water and energy allowing our potential customers to focus on their business while adopting strategies of sustainability. Using our own EAWD off-the-grid AWG Systems, EAWD off-the-grid EV Charging Stations, EAWD off-the-grid Power Systems, EAWD off-the-grid Water Purification Systems, and other identified technology, products, and services licensed or purchased from third party sources, we are delivering and installing a product set that suits the green technology water and/or energy needs of our customers. By using the state-of-the art technological solutions and technologies identified, designed, and provided by EAWD and its collaborators, we believe that our potential clients will be free to focus on the performance of their operations as well as with the water and energy consumption or generation regulations within their industry. Our clients may be businesses seeking to upgrade their business processes, NGOs or governmental entities seeking to apply green technology solutions for the water and energy they supply to their constituencies.

We continue to be a development stage company with rapid growth and broad development prospects. The Company presently assembles its EAWD off-the-grid AWG Systems and EAWD off-the-grid EV Charging Stations at its workshop in Germany and has recently extended its presence to Mexico, enhancing its capacity to address the needs of this area efficiently. The Company outsources most of its engineering and technical services as well as services relating to the promotion, selling, and distribution of its products. We presently have eleven employees: Ms. Irma Velazquez, our Chief Executive Officer, Vice-Chairman of the Board of Directors, and a significant stockholder, Mr. Ralph Hofmeier, our Chief Technology Officer, Chairman of the Board of Directors, and a significant stockholder, four engineers, two technicians, one accountant assistant, and two assemblers. Ms. Velazquez and Mr. Hofmeier are married.

Our aim is to collaborate with a diverse range of clients across various sectors, including private enterprises, governmental bodies, municipalities, NGOs, and intergovernmental organizations (IGOs). We recognize the unique needs of each sector and tailor our solutions accordingly.

In the private sector, we work closely with companies spanning industries such as manufacturing, hospitality, and agriculture. These organizations often require reliable water and energy sources to maintain their operations. By providing them with our advanced technology and technical services, we empower them to establish sustainable supplies and generation capabilities. This contributes significantly to their climate adaptation strategies, enhancing resilience and reducing environmental impact.

Within the public sector, our engagement extends to government entities and municipalities. These entities play a crucial role in safeguarding their communities' well-being and continuity. By equipping them with innovative solutions, we help them secure water and energy resources to support critical services, disaster response, and long-term urban planning. This, in turn, aids in climate adaptation and fosters sustainable development.

Non-Governmental Organizations (NGOs) and Intergovernmental Organizations (IGOs) also form a key part of our potential clientele. These entities often work in challenging environments or regions with limited infrastructure. By partnering with EAWD, they will gain access to cutting-edge technology that empowers them to provide essential services, such as clean water and energy, to underserved populations. This not only aligns with their humanitarian missions but also promotes climate adaptation and community resilience.

In every sector with which we engage, EAWD's contributions are aligned with the broader goals of climate adaptation. By offering technology and technical services that enable the efficient generation and management of water and energy, we help our clients thrive in a changing environment while contributing positively to the global effort of mitigating climate challenges. With its outsourced technical arm and its commission-based global network of distributors, the Company expects to create sustainable added value to each project it takes on while generating revenue from the sale of own EAWD off-the-grid AWG Systems, EAWD off-the-grid EV Charging Stations, EAWD off-the-grid Power Systems, and EAWD off-the-grid Water Purification Systems, royalties from the commercialization of energy and water in certain cases, and the licensing of our innovated technologies; as well as from its engineering, technical consulting, and project management services.

The following table depicts the Company’s service and product offerings to its clients.

We plan to provide customized technology solutions and technical services, based upon client need and preference, which may include any or all of the following:

The Company also plans to focus on addressing areas of the industry which concentrate on new technological and engineering concepts relating to water and energy generation and those related components that assist in advancing the green tech industry. These include:

Our Vision

The global atmospheric water generator market size was accounted at USD 2.9 billion in 2022 and it is expected to reach approximately USD 5.5 billion by 2032. The industry growth is expected to be driven by freshwater scarcity and increasing technological investments, followed by favorable government regulations. As for energy, according to the International Agency of Energy (IAE), global electricity demand is projected to grow between 62 and 185 percent by 2050 compared with 2021 levels. (Source: Atmospheric Water Generator Market published by Grand View Research).

The main market dynamics to consider are the growing numbers of AWGs across various end-use verticals and the high energy consumption, production cost, and high carbon footprint of such technology. EAWD's innovative off-the-grid systems, birthed from intensive AWG technology research, offer distinct advantages over both centralized and traditional off-the-grid solutions. Designed for optimal efficiency, these systems prioritize environmental sustainability by utilizing renewable energy sources, primarily solar. Not just alternatives, they seamlessly complement existing centralized infrastructures, ensuring a consistent supply of water and power. Their modular design promotes easy scalability, catering to growing demands without massive overhauls. Furthermore, the decentralized nature of EAWD's systems offers enhanced reliability, reducing the risks of large-scale outages that plague centralized setups. This fusion of resilience, sustainability, and efficiency positions EAWD's solutions as a comprehensive response to modern energy and water needs. The urgency of these considerations is heightened by climate change. Data from the Intergovernmental Panel on Climate Change (IPCC) reveals that there is a more than 50% chance that global temperature rise will reach or surpass 1.5 degrees C (2.7 degrees F) between 2021 and 2040, and in a high-emissions scenario, the world may hit this threshold several years earlier by 2037.

The mission of EAWD is to provide sustainable water generation systems based on high efficiency, renewable sources and to provide off-the-grid self-sufficient energy supply solutions. Through a combination of the best design and configuration of state-of-the-art technology-assisted solutions, EAWD has created a completely self-sufficient off-the-grid energy generation and water production system, which can be simultaneously used to meet potable water requirements and the electrical energy needs of the industrial sector.

Through our BlueTech Alliance for Water Generation, established in December 2020, we have state-of-the-art technology partners, technology transfer agreements, and technology representation agreements in place relating to aspects of renewable energy and water supply. These unique key relationships offer important selling features and capabilities that differentiated EAWD from its competitors.

The Company plans to generate revenue from the sale of EAWD off-the-grid AWG Systems or its water generation, the development, sale, and operation of the EAWD off-the-grid EV Charging Stations, sale of EAWD off-the-grid Power Systems, and EAWD off-the-grid Water Purification Systems, royalties from the commercialization of energy and water in certain cases, and the licensing of our innovated technologies; as well as from its engineering, technical consulting, and project management services. 

Geographic Range and Local Adaptability

EAWD promotes and commercializes its green technology solutions via commission-based distributers and agents worldwide, leveraging the strengths and a unique understanding of each geographical region:

EAWD works closely with agents who possess nuanced local market insights who can assist in tailoring EAWD solutions to meet regional demands more effectively. EAWD is also implementing a comprehensive training program for its distributors and agents that will ensure, not only a deeper understanding of EAWD's offerings but will also enable effective marketing and sales strategies.

In essence, EAWD's optimal commercialization strategy must pivot around its key offices in Germany, Mexico, and the USA. These act not just as sales points but as strategic epicenters for training, market adaptation, and robust support, ensuring global market resonance.

Our Products

The technological solutions offered by our Company are the following:

EAWD Off-the-Grid AWG Systems

Today, atmospheric water generators (AWGs) are standard equipment in many places; however, operating AWGs requires high amounts of energy that is often not available in the places where they are needed most, making the price for the generated water very high.  Our innovative EAWD off-the-grid AWG Systems are designed to have an internal power supply and ability to generate power.  Our EAWD off-the-grid AWG Systems produce sufficient quantities of potable water even in very dry and hot climate conditions and can be scaled to almost any size, community, and/or population. Presently, AWGs are largely used in Asian and African countries. The majority of manufacturers of AWGs, which rely on dehumidifying, are located in China. Almost every U.S. based AWG brand is also supplied by manufacturers in China.

By contrast, EAWD uses a proven German technology for condensate water from the air based on A/C technology.  We believe that this method allows higher, more efficient, sustainable performance and a larger quantity of water generation because of its internal power supply and because it does not require high humidity to function. EAWD has licensed the rights to use this German AWG technology for ninety-nine years; however, thanks to our continued research and development efforts, the Company has designed a new, innovative and more efficient configuration that allows the substantial amount of energy required to operate the equipment to be supplied by the equipment itself. Our EAWD off-the-grid AWG Systems line is different in size from the standard AWG line. Our EAWD off-the-grid AWG Systems are energy self-sufficient and can condense large amounts of water out of the atmosphere and we believe they could be a solution in countries around the world that deal with issues of water scarcity.

Our EAWD off-the-grid AWG System with an internal power supply, works by first “inhaling” large volumes of air, then cooling the air down to the dew point, and finally collecting, filtering, and mineralizing the resulting condensed water. Through this process, pure drinking water is created that meets the quality standards of the World Health Organization (WHO).  In regions with high temperatures and high humidity levels, a single system can generate more than 300,000 liters of water per day. Our EAWD off-the-grid AWG Systems line starts at 2,640 gallons/day and can expand the water supply to one acre-feet/day, which we believe, in effect, is essentially the ability to produce an unlimited supply of water. As a certified vendor of the United Nations (UN) Global Marketplace, EAWD is introducing the EAWD off-the-grid AWG and Power Systems to the UN with the hopes of initially supplying the equipment to large cluster of agencies established in key locations for humanitarian response as well as refugee camps around the world in need of fresh water.

EAWD Off-the-Grid Water Purification Systems

EAWD also seeks to respond to the growing need for drinking water by proposing a water purification solution utilizing solar, photovoltaic energy and, when applicable, a mini-windmill or other alternate source of renewable energy. The design of the system is ready to be built and delivered on demand.

Generally, drinking water is produced by passing sea water, lake water, river water, or stagnant water through several stages of purification and treatment until it is rendered drinkable in accordance with WHO standards. In the case of sea or stagnant water, we recommend a treatment via reverse osmosis membranes, which permits the retention of dissolved solids and results in obtaining water of drinking quality. If the water being treated emanates from lakes or rivers, we recommend treatment via an ultrafiltration membrane which functions by retaining suspended materials such as colloids, viruses and bacteria. The systems proposed by EAWD are containerized and contain all the equipment necessary to function autonomously, in part due to an automatic cleansing system that can be accessed remotely via satellite or the internet. Moreover, the machines use available renewable energy sources such as solar or wind to function.

EAWD Off-the-Grid EV Charging Stations

The global electric vehicle fluids market has grown from $1.33 billion in 2022 to $1.7 billion in 2023 at a compound annual growth rate (CAGR) of 27.4%. The electric vehicle fluids market is expected to grow to $4.57 billion in 2027 at a CAGR of 28.0%. (Source: Electric Vehicle Fluids Global Market Report 2023 Report from Research and Markets.)

There is also an increasing consensus among European truck manufacturers and industry stakeholders that battery electric trucks (BETs) will play a dominant role in the decarbonization of the road freight sector. Most truck makers including Daimler, DAF, MAN, Scania and Volvo are now focusing on bringing BETs to the mass market for all vehicle segments, including long-haul, starting from 2024. For this, a network of public high-power and overnight charging points needs to be rolled out across Europe no later than 2024.

Based on our patent-pending off-the-grid Power System, EAWD has developed an innovative design and configuration of off-the-grid charging stations for BETs and electric vehicles in Germany. In 2021, EAWD built its first off-the-grid charging station in Relligen, Germany to charge our fleet vehicles and to gather usage and operational data. Our product is the first off-the-grid solution available in Europe for charging the BETs and electric passenger vehicles that are currently on the roads of Europe. EAWD plans to establish up to 1,700 charging stations throughout Germany starting with 40 locations scheduled to be installed by the end of the fourth quarter of 2024.

EAWD Off-the-Grid Power Systems

Today, batteries for stationary storage have become a commodity, but in order to reduce the duration, complexity and cost of the installation, and to increase its capacity or relocate a system over time as well as to reduce its carbon footprint and environmental impact, we offer a complete Electrical Energy Storage System (EESS) and Energy Management System (EMS) for a wide range of customers and applications, including microgrids and EV fast charging stations. A highly capable energy management system which secures the efficient energy supply and storage of energy. Example: with elements such as software and Battery Management System (BMS) our systems can allow controlled and optimized battery cell management.

This product portfolio includes systems and complete services for solar power generation in the building envelope. A high-quality frameless glass solar panel with a super-matte surface, which secures a high-performance energy source.

In contrast to classic solar systems on the roof, EAWD combines the highest standards of aesthetics with high efficiency energy generation. With these solutions, EAWD supports its customers on their way to CO2 neutrality and the search for alternative renewable energies.

Worldwide Business Relationships

EAWD's strategic placement of commission-based independent agents and distributors in diverse regions like Germany, Mexico, the United States, India, Canada, Australia, Colombia, Nepal, Kenya, Morocco, and Thailand will create a robust framework for long-term business opportunities. Aside from the purchase order for an eAWG system placed by the Mexican distribution agent discussed elsewhere in this prospectus, are based on current expectationsthese agents and beliefs concerning future developmentsdistributors have not yet generated any sales of the Company’s products.

In developed markets like Germany and the potential effectsU.S., the strong focus on sustainability and advanced technology aligns perfectly with EAWD's green solutions. Emerging economies such as Mexico, Colombia, and India offer substantial opportunities due to their urbanization-driven water and energy challenges. In countries like Nepal, Kenya, and Morocco, EAWD can address acute water scarcity and energy issues, catering to specific local needs.

Our local agents provide invaluable insights into market trends, regulations, and customer behaviors, ensuring tailored and relevant product offerings. This deep connection to and understanding of local needs fosters community trust, a vital factor for sustained business growth. Continuous feedback from the field enables EAWD to refine its products, maintain competitiveness, and expand its portfolio, aligning with evolving market demands. Opportunities for collaboration with local entities further amplify EAWD’s reach and impact.

EAWD's geographical diversification minimizes business risks while maximizing reach into key markets. By strategically aligning solutions to regional challenges and leveraging local expertise, EAWD is not just penetrating these markets but planting seeds for sustained growth and leadership in the global green tech industry. This multifaceted approach ensures that EAWD's technology remains at the forefront of the essential quest for sustainable water, energy, and energy management solutions across the globe. 

JOBS Act and the Implications of Being an Emerging Growth Company

The United States Congress passed the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which provides for certain exemptions from various reporting requirements applicable to public companies that are reporting companies and are “emerging growth companies.” We are an “emerging growth company” as defined in Section 3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as amended by the JOBS Act, enacted on April 5, 2012), and we will continue to qualify as an “emerging growth company” until the earliest to occur of: (a) the last day of the fiscal year during which we have total annual gross revenues of $1.07 billion (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act (December 31, 2024); (c) the date on which we have, during the previous three-year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer,” as defined in Exchange Act Rule 12b–2. Therefore, we expect to continue to be an emerging growth company for the foreseeable future.

Generally, a registrant that registers any class of its securities under Section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act a management report on internal control over financial reporting and, subject to an exemption available to registrants that meet the definition of a “smaller reporting company” in Exchange Act Rule 12b-2, an auditor attestation report on management’s assessment of internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor attestation report in our annual reports filed under the Exchange Act, even if we do not qualify as a “smaller reporting company.” In addition, as an emerging growth company, we are able to avail ourselves to the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and to not present to our stockholders a nonbinding advisory vote on executive compensation, obtain approval of any golden parachute payments not previously approved or present the relationship between executive compensation actually paid and our financial performance.

Current Projects

COVID-19 was an incomparable global public health emergency that has affected almost every industry, caused the worst global economic contraction of the past 80 years (IMF), and caused significant changes in consumer behavior and purchasing patterns, supply chain routing, the dynamics of current market forces, and government oversight and intervention. The Russia-Ukraine war has led to economic sanctions in multiple countries, a surge in commodity prices, additional supply chain disruptions, inflation across goods and services, and a disruption of the global economic recovery from the COVID-19 pandemic, at least in the short term. As a consequence of the foregoing, the following projects have been delayed; nevertheless, the Company, remains steadfast in its vision to provide alternative utility solutions globally and persists in making consistent advancements towards its goals. 

The Company envisions a dual-utility future for its systems, simultaneously offering both water and energy where needed. We plan to establish off-the-grid charging stations throughout Germany and, given the increasing drought issues in there and in France, Spain, Italy, the United States, Mexico, and other parts of Latin America, EAWD foresees its systems providing vital water supplies to these regions.

Germany

The Company has secured a 7,200 sqm plot in Kassel, adjacent to the A7 Autobahn, which is Germany's primary north-south route located at the heart of the country. On June 1, 2023, EAWD commenced construction of Europe's premier large-scale, off-the-grid charging station for electric trucks and passenger vehicles in Germany.

Harnessing solar power, each EAWD off-the-grid Charging System will be capable of consistently powering up to 120 DC charging stalls, depending on the partiessize of the charging park. Specifically, the Kassel off-the-grid System is designed to simultaneously charge 50 electric trucks and up to 60 electric vehicles (EVs). This patented system is designed for future integration and expansion. EAWD's technology creates a "micro-grid" that operates independently from the public power grid, ensuring continuous EV charging regardless of public grid availability. Often referred to as a “mini-grid” or “island grid,” it offers consistent power for both AC and DC chargers. In Kassel, the stalls will range in power from 300 KW to 480 KW, with some having dual charging capabilities, allowing two trucks to charge simultaneously. This system is equipped to cater to both the emerging 800 Volt vehicles and the transaction.more common 400 Volt charging systems, accommodating the diverse charging needs of today's electric vehicles and trucks.

In 2021, the Company also completed the development and installation of the first of forty planned solar powered EAWD off-the-grid EV Charging Stations for electric long-haul trucks in Hamburg, Germany. Our charging stations are the first off-the-grid charging station available for these e-trucks in Europe and the Company plans to contract with companies that own these electric long-haul trucks to provide fleet charging as well as to install them in public places for per-use fees with the following business model:

Since 2021, Hamburg, Germany has been home to an EAWD off-the-grid AWG System powered by solar energy. This installation served as a demonstration of the system's capacity to produce significant amounts of water, with projections reaching up to two million gallons daily. In addition, the surplus energy harnessed from the sun has been effectively utilized since 2022 to charge the Company’s five owned and leased  electric  vehicles in Germany.

Mexico

In 2020, our distributor in Mexico made a significant move by placing an initial order valued at USD $550,000 for a solar-powered EAWD off-the-grid AWG System. This system was manufactured in Germany and delivered in accordance with the terms of the purchase agreement. Following the success of this transaction and evident satisfaction of the client, the Company is in active discussions with the same client for the acquisition of three additional units.

This successful implementation of our product and the trust demonstrated by our Mexican client has spurred interest by others in the region. Consequently, we are witnessing an uptick in proposal submissions for potential clients across Monterrey, San Luis Potosi, Quintana Roo, and Merida.

For a comprehensive understanding and details of the purchase contract, one can refer to the copy of such contract filed as Exhibits 10.8 and 10.9 to the registration statement of which this prospectus forms a part.

South Africa

On May 8, 2019, the Company signed a sales contract for the sale of a solar powered EAWD off-the-grid AWG System to a South African customer for a purchase price of $2,800,000. The build out of the equipment began in the fourth quarter of 2019, however because of delays due to COVID-19 and the global supply chain, the expected delivery date is late 2023. The Company has not yet received any payments from this customer. The foregoing description of the purchase contract does not purport to be complete and is qualified in its entirety by reference to the copy of such contract filed as Exhibit 10.7 to the registration statement of which this prospectus forms a part.

Listing on the Nasdaq Capital Market

Our common stock is currently quoted on the OTCQB Market. In connection with this offering, we have applied to list our common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EAWD”. If our listing application is approved, we expect to list our common stock on Nasdaq upon consummation of the offering, at which point our common stock will cease to be traded on the OTCQB Market. No assurance can be given that our listing application will be approved. This offering will occur only if Nasdaq approves the listing of our common stock. Nasdaq listing requirements include, among other things, a stock price threshold. As a result, prior to effectiveness, we will need to take the necessary steps to meet Nasdaq listing requirements, including but not limited to a reverse split of our outstanding common stock (as further discussed below). If Nasdaq does not approve the listing of our common stock, we will not proceed with this offering. There can be no assurance that future developments actually affecting usour common stock will be those anticipated. These forward-looking statements involvelisted on Nasdaq.

Reverse Stock Split

On [•], 2023, our stockholders approved a reverse stock split within the range of 1-for-[•] to 1-for-[•] of our issued and outstanding shares of common stock and authorized the Board, in its discretion to determine the final ratio and effective date in connection with the reverse stock split. The reverse stock split will not impact the number of risks, uncertainties (someauthorized shares of common stock which are beyondwill remain at 1,000,000,000 shares. The share and per share information in this prospectus do not reflect the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

RISK FACTORS

Theproposed reverse stock split of the issued and outstanding shares of our common stock to occur on or immediately following the effective date of the registration statement of which this prospectus forms a part. This prospectus will be amended by an amendment to this registration statement to reflect the reverse stock split ratio and the effect of such reverse stock split.

SummaryRisk Factors

Investing in our securities involves risks. You should carefully consider the risks described in the “Risk Factors” section beginning on page 16 before deciding to invest in our securities. If any of these risks actually occur, our business, financial condition and/or results of operations would likely be materially adversely affected. In each case, the trading price of our securities would likely decline, and you may lose all or part of your investment. The following is a summary of some of the principal risks we face:

Risks Related to Our Business, Operations and Financial Condition

Risks Related to Intellectual Property

Risks Related to Our Common Stock

Risks Related to Governance and Regulatory Environment

Risks Related to COVID-19, Acts of God, and Cyber Security

Risks Related to This Offering

Corporate Information

We were incorporated in Florida in 2008 and have operations based in Hamburg, Germany.

Our website is www.energy-water.com. Our website and the information contained therein, or connected thereto, are not intended to be incorporated into the registration statement of which this prospectus forms a part.

Our principal executive offices are located at 7901 4th Street N STE #4174, St Petersburg, Florida. Our telephone number is 727-677-9408, and our website is www.energy-water.com.

Our operations in Germany are located at the office address Ballindamm 3, 20095 Hamburg. Our Telephone number is +49 40 809 08 1354.

Our office in Mexico is located in SM6 M1 L1 Piso 5 Corporativo Malecon Americas Sm6aF Cancun Quintana Roo. Cp. 77503.

The transfer agent for our common stock is Worldwide Stock Transfer, LLC, located at One University Plaza, Suite 505, Hackensack, NJ 07601, Phone: (201) 820-2008, Fax: (201) 820-2010.

Intellectual Property

We rely on a combination of trademarks, copyrights, trade secrets and patents and contractual provisions, to protect our proprietary technology and our brands. 

JOBS Act and the Implications of Being an Emerging Growth Company

The United States Congress passed the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which provides for certain exemptions from various reporting requirements applicable to public companies that are reporting companies and are “emerging growth companies.” We are an “emerging growth company” as defined in Section 3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as amended by the JOBS Act, enacted on April 5, 2012), and we will continue to qualify as an “emerging growth company” until the earliest to occur of: (a) the last day of the fiscal year during which we have total annual gross revenues of $1.07 billion (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act (December 31, 2024); (c) the date on which we have, during the previous three-year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer,” as defined in Exchange Act Rule 12b–2. Therefore, we expect to continue to be an emerging growth company for the foreseeable future.

Generally, a registrant that registers any class of its securities under Section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act a management report on internal control over financial reporting and, subject to an exemption available to registrants that meet the definition of a “smaller reporting company” in Exchange Act Rule 12b-2, an auditor attestation report on management’s assessment of internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor attestation report in our annual reports filed under the Exchange Act, even if we do not qualify as a “smaller reporting company.” In addition, as an emerging growth company, we are able to avail ourselves to the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and to not present to our stockholders a nonbinding advisory vote on executive compensation, obtain approval of any golden parachute payments not previously approved or present the relationship between executive compensation actually paid and our financial performance. We have irrevocably elected to comply with new or revised accounting standards even though we are an emerging growth company.

COVID-19 Pandemic Update and the War in Ukraine

The ongoing outbreak of Coronavirus (COVID-19) has caused significant disruptions to national and global economies and government activities. However, during this time, we have continued to conduct our operations to the fullest extent possible, while responding to the outbreak with actions that include: (i) coordinating closely with our suppliers and customers, (ii) instituting various aspects of our business continuity programs, and (iii) planning for and working aggressively to mitigate disruptions that may occur.

COVID-19 was an incomparable global public health emergency that has affected almost every industry, caused the worst global economic contraction of the past 80 years (IMF), and caused significant changes in consumer behavior and purchasing patterns, supply chain routing, the dynamics of current market forces, and government oversight and intervention. The Russia-Ukraine war has led to economic sanctions in multiple countries, a surge in commodity prices, additional supply chain disruptions, inflation across goods and services, and a disruption of the global economic recovery from the COVID-19 pandemic, at least in the short term. Specifically, disruptive activities could include the temporary closure of our manufacturing facilities and facilities used in our supply chain processes, restrictions on the export or shipment of our products, significant cutback of ocean container delivery from Germany, business closures in impacted areas, and restrictions on our employees’ and consultants’ ability to travel and to meet with customers. The extent to which these impacts our results will depend on future developments, which still uncertain and cannot be predicted, including new information which may emerge concerning the severity of the current conflict as well as virus variants and the actions to contain it or treat its impact, among others. COVID-19 and the war in Ukraine could also continue to result in social, economic and labor instability in the countries in which we or our customers and suppliers operate.

If workers at one or more of our offices or the offices of our suppliers or manufacturers become ill or are quarantined and in either or both events are therefore unable to work, our operations could be subject to disruption. Further, if our manufacturers become unable to obtain necessary raw materials or components, we may incur higher supply costs or our manufacturers may be required to reduce production levels, either of which may negatively affect our financial condition or results of operations.

In light of these challenges, the Company is focusing its efforts on supporting key areas of our business that will help us to stabilize in the new environment and strategize for what comes next. Those key areas are: crisis management and response, workforce, operation and supply chain, finance and liquidity, tax, trade and regulatory, as well as strategy and brand.

Except as otherwise indicated, all information in this prospectus assumes no exercise of the underwriter’s option to purchase additional shares from us in this offering.

RISK FACTORS

An investment in our Common Stock being offered are highly speculative in nature, involveinvolves a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the Common Stock. Before purchasing any of the shares of Common Stock, yourisk. You should carefully consider the following factors relating to our business and prospects.risks described below, together with all of the other information included in this prospectus, before making an investment decision. If any of the following risks actually occurs, our business, financial condition, or operating results of operations could be materially adversely affected.suffer. In suchthat case, the trading price of our shares of Common Stock could decline and you may lose all or part of your investment. You should carefully consider the risks described belowSee “Cautionary Statement Regarding Forward-Looking Statements” above for a discussion of forward-looking statements and the other informationsignificance of such statements in the context of this process before investing in our Common Stock.prospectus.

RicksRisks Related to Our Business, Operations and Financial Condition

Our Ability To Continue As A Going Concern Is In Substantial Doubt Absent Obtaining Adequate New Debt Or Equity Financings.

OUR ABILITY TO CONTINUE, AS A GOING CONCERN IS IN SUBSTANTIAL DOUBT ABSENT OBTAINING ADEQUATE NEW DEBT OR EQUITY FINANCINGS.

Our continued existence is dependent upon us obtaining adequate working capital to fund all of our planned operations. Working capital limitations continue to impinge on our day-to-day operations, thus contributing to continued operating losses. Thus, if we are unable to raise funds to fund the researchassembling and developmentcommercialization of our products,technological solutions, we may not be able to continue as a going concern and you will lose your investment. We have incurred accumulated operating losses since inception and had working capital deficits at the end of December 2022.

IF WE NEED ADDITIONAL CAPITAL TO FUND OUR GROWING OPERATIONS, WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT CAPITAL AND MAY BE FORCED TO LIMIT THE SCOPE OF OUR OPERATIONS.Our independent accounting firm has included in its report the qualification that these conditions raise a substantial doubt about the Company’s ability to continue as a going concern. The report also states that the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We Need Additional Capital To Fund Our Growing Operations, And We May Not Be Able To Obtain Sufficient Capital And May Be Forced To Limit The severe recession, freezingScope Of Our Operations Or Cease Operations Altogether.

We need additional capital to fund our operations and we may not be able to obtain such capital, which would cause us to limit or cease our operations entirely. The conditions of the global credit markets may adversely affect our ability to raise capital in the future. If adequate additional financing is not available on reasonable terms or at all, we may not be able to undertake expansion, weexecute our business plans and may have to modify our business plans accordingly.them accordingly or even suspend them.

Even if we do find a source of additional capital, we may not be able to negotiate favorablyfavorable terms and conditions for receiving the additional capital. Any future capital investments will dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our common stock.Common Stock. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICES OF RALPH HOFMEIER AND IRMA VELAZQUEZ. WITHOUT THEIR CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.Loss Of Key Personnel Critical For Management Decisions Would Have An Adverse Impact On Our Business.

We are presently dependent to a great extentOur success depends upon the experience, abilitiescontinued contributions of our executive officers and/or key employees, particularly with respect to providing the critical management decisions and continuedcontacts necessary to manage product development, marketing, and growth within our industry. Competition for qualified personnel can be intense and there are a limited number of people with the requisite knowledge and experience. The loss of the services of Ralph Hofmeier,any of our Presidentexecutive officers or other key employees for any reason could have a material adverse effect on our business, operating results, financial condition, and Chief Executive Officer Irma Velazquez, our COO.cash flows.

We Expect Significant Competition For Our Products And Services.

WE EXPECT SIGNIFICANT COMPETITION FOR OUR PRODUCTS AND SERVICES.

ManySome of our competitors and potential competitors are well established and have substantially greater financial, research and development, technical, manufacturing and marketing resources than we have today. If these larger competitors decide to focus on the development of distributed powerSelf Sufficient Energy Supplied Atmosphere Water Generators (AWGs), Water Purification products or cogeneration,Waste to Energy technological solutions, they could have the manufacturing, marketing and sales capabilities to complete research, development and commercialization of these products more quickly and effectively than we can.  ThereAs of today, there can also be no assurance that current and future competitors will not develop new or enhanced technical services technologies or more cost-effective systems, and therefore, there can be no assurance that we will be successful in this competitive environment.systems.

The Requirements Of Being A Public Company May Strain Our Resources And Distract Our Management.

INTERNATIONAL REGULATION MAY ADVERSELY AFFECT OUR PLANNED PRODUCT SALESWe are required to comply with various regulatory and reporting requirements, including those required by the Securities and Exchange Commission. Complying with these reporting and other regulatory requirements is time-consuming and may result in increased costs to us and could have a negative effect on our business, results of operations and financial condition.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and requirements of the Sarbanes-Oxley Act of 2002, as amended, or SOX. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. SOX requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources.

These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business and results of operations.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating 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. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that being a public company and these new rules and regulations will 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, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

International Regulation May Adversely Affect Our Planned Product Sales.

As a part of our marketing strategy, we plan to market and sell our productstechnical services and technological solutions internationally. In addition to regulation by the U.S. government, those productsour technological solutions will be subject to environmental and safety regulations in each country in which we market and sell. While we have already received regulatory approval in some countries, including Mexico and India, we anticipate that regulations will vary from country to country and will vary from those of the United States. The difference in regulations and the laws of foreign countries may be significant and, in order to comply with the laws of these foreign countries, we our suppliersmay have to implement manufacturing changes or alter product design, or we may need to modify our marketing efforts. Any changes in our business practices or products will require response to the laws of foreign countries and willmay result in additional expense to the Company and either reduce or delay product sales.sales.

THE OFFERING PRICE OF THE SHARES WAS ARBITRARILY DETERMINED, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.

Product Liability Associated With The Production, Marketing And Sale Of Our Products, And/Or The Expense Of Defending Against Claims Of Product Liability, Could Materially Deplete Our Assets And Generate Negative Publicity Which Could Impair Our Reputation.

The production, marketing and sale of our products have inherent risks of liability in the event of product failure or claim of harm caused by product operation. Furthermore, even meritless claims of product liability may be costly to defend against. We do not currently have product liability insurance for our products. We may not be able to obtain this insurance on acceptable terms or at all. Because we may not be able to obtain insurance that provides us with adequate protection against all or even some potential product liability claims, a successful claim against us could materially deplete our assets. Moreover, even if we are able to obtain adequate insurance, if a successful claim in excess of our insurance coverage is made, then we may have to make such payments that could materially deplete our assets and any claim against us could generate negative publicity, which could impair our reputation and adversely affect the demand for our products, our ability to generate sales and our profitability.

Product Defects Could Result In Costly Fixes, Litigation And Damages.

Our business exposes us to potential product liability risks that are inherent in the design, manufacture and sale of our products. If there are claims related to defective products (under warranty or otherwise), particularly in a product recall situation, we could be faced with significant expenses in replacing or repairing the product. For example, our products combine raw materials, machined parts and other product components from suppliers who provide certifications of quality on which we rely. Should these product components be defective and pass undetected into finished products, or should a finished product contain a defect, we could incur significant costs for repairs, re-work and/or removal and replacement of the defective product. In addition, if a dispute over product claims cannot be settled, arbitration or litigation may result, requiring us to incur attorneys’ fees and exposing us to the potential of damage awards against us.

We Currently Have Identified Significant Deficiencies In Our Internal Control Over Financial Reporting That, If Not Corrected, Could Result In Material Misstatements Of Our Financial Statements.

In connection with the audit of our financial statements as of and for the years ended December 31, 2022 and 2021, we identified significant deficiencies in our internal control over financial reporting and a general understanding of U.S. GAAP. As such, there is a reasonable possibility that a misstatement of our financial statements will not be prevented or detected on a timely basis.

We are working to remediate the deficiencies or material weaknesses. We have taken steps to enhance our internal control environment and plan to take additional steps to remediate the material weaknesses. For a discussion of our remediation plan, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting” appearing elsewhere in this prospectus.

Although we plan to complete this remediation process as quickly as possible, we are unable, at this time to estimate how long it will take; and our efforts may not be successful in remediating the deficiencies or material weaknesses.

If We Fail To Maintain An Effective System Of Internal Control Over Financial Reporting, We May Not Be Able To Accurately Report Our Financial Results. As A Result, Current And Potential Shareholders Could Lose Confidence In Our Financial Reporting, Which Would Harm Our Business And The Trading Price Of Our Stock.

Members of our Board of Directors are inexperienced with U.S. GAAP and the related internal control procedures required of U.S. public companies. Management has determined that our internal audit function is also significantly deficient due to insufficient qualified resources to perform internal audit functions.

We are a smaller reporting company with limited resources. Therefore, we cannot assure investors that we will be able to maintain effective internal controls over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company has deficiencies over financial statements recording in areas of recording revenue and expenses in proper cut off as well as proper classification of accounts. For these reasons, we are considering the costs and benefits associated with improving and documenting our disclosure controls and procedures and internal controls and procedures, which includes (i) hiring additional personnel with sufficient U.S. GAAP experience and (ii) implementing ongoing training in U.S. GAAP requirements for our CFO and accounting and other finance personnel. If the result of these efforts are not successful, or if material weaknesses are identified in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports which could have an adverse effect on our stock price and potentially subject us to litigation.

Risks Related to Intellectual Property

In The Conduct Of Our Business, We Will Rely Upon The Use Of Patents And Intellectual Property Owned By Other Entities, Which Are Non-Exclusive.

Our business utilizes various technologies that are the subject of patents owned by other entities or for which we do not have exclusive ownership or licenses. The use of such patented technologies is dependent upon the cooperation of those entities and our agreements with them. There can be no assurances that any of our agreements will be extended beyond their current term or that such cooperation with the entities that control the patents will continue in the future. Our success depends on our ability to continue to use the patented technologies identified in our recommended technical solutions and water or energy plant designs and the ability of the patent owners to maintain patent protection for their products in the United States and in other countries and to enforce such patents. There can be no assurance that any of the patents relating to the technologies that we use will be deemed valid and enforceable against third-party infringement or that our products will not infringe any third-party patent or intellectual property. Moreover, any patent claims relating to our technologies may not be sufficiently broad to protect our solutions. In addition, issued patent claims may be challenged, potentially invalidated or potentially circumvented. Our rights to use the intellectual property of others may not afford us protection against competitors with similar technologies or permit the commercialization of the products and/or solutions incorporating these technologies without infringing third-party patents or other intellectual property rights.

We May Not Be Able To Obtain Patents Or Other Intellectual Property Rights Necessary To Protect Our Proprietary Technology And Business.

Our commercial success depends to a significant degree upon our ability to develop new or improved technologies and products, and to obtain patents or other intellectual property rights or statutory protection for these technologies and products in the United States and other countries. We will seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider have commercial value or that will likely give us a technological advantage. Despite devoting resources to the research and development of proprietary technology, we may not be able to develop technology that is patentable or protectable. Patents may not be issued in connection with pending patent applications, and claims allowed may not be sufficient to allow us to use the inventions that they create exclusively. Furthermore, any patents issued could be challenged, re-examined, held invalid or unenforceable or circumvented and may not provide sufficient protection or a competitive advantage. In addition, despite efforts to protect and maintain patents, competitors and other third parties may be able to design around our patents or develop products similar to our products that are not within the scope of their patents.

Finally, patents provide certain statutory protection only for a limited period of time that varies depending on the jurisdiction and type of patent. The statutory protection term of certain patents may expire and, thereafter, the underlying technology of such patents can be used by any third-party including competitors.

Prosecution and protection of the rights sought in patent applications and patents can be costly and uncertain, often involve complex legal and factual issues and consume significant time and resources. In addition, the breadth of claims allowed in our patents, their enforceability and our ability to protect and maintain them cannot be predicted with any certainty. The laws of certain countries may not protect intellectual property rights to the same extent as the laws of the United States. Even if our patents are held to be valid and enforceable in a certain jurisdiction, any legal proceedings that we may initiate against third parties to enforce such patents will likely be expensive, take significant time and divert management's attention from other business matters. We cannot assure that any of the issued patents or pending patent applications will provide any protectable, maintainable or enforceable rights or competitive advantages to us.

In addition to patents, we will rely on a combination of copyrights, trademarks, trade secrets and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights. However, our ability to protect our brands by registering certain trademarks may be limited. In addition, while we will generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers, distributors and resellers and with others to attempt to limit access to and distribution of our proprietary and confidential information, it is possible that:

We cannot assure that we will be successful in protecting, maintaining, or enforcing our intellectual property rights. If we are unsuccessful in protecting, maintaining, or enforcing our intellectual property rights, then our business, operating results and financial condition could be materially adversely affected, which could:

If it is determined that we have infringed, violated or are infringing or violating a patent or other intellectual property right of any other person or if we are found liable in respect of any other related claim, then, in addition to being liable for potentially substantial damages, we may be prohibited from developing, using, distributing, selling or commercializing certain of our technologies and products unless we obtain a license from the holder of the patent or other intellectual property right. We cannot assure that we will be able to obtain any such license on a timely basis or on commercially favorable terms, or that any such licenses will be available, or that workarounds will be feasible and cost-efficient. If we do not obtain such a license or find a cost-efficient workaround, our business, operating results and financial condition could be materially adversely affected, and we could be required to cease related business operations in some markets and restructure our business to focus on our continuing operations in other markets.

Our Business May Suffer If It Is Alleged Or Determined That Our Technology Or Another Aspect Of Our Business Infringes The Intellectual Property Of Others.

The markets in which we will compete are characterized by the existence of a large number of patents and trade secrets and also by litigation based on allegations of infringement or other violations of intellectual property rights. Moreover, in recent years, individuals and groups have purchased patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Also, third parties may make infringement claims against us that relate to technology developed and owned by one of our suppliers for which our suppliers may or may not indemnify us. Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations and determining the extent such of such obligations could require additional litigation. Claims of intellectual property infringement against us or our suppliers might require us to redesign our products, enter into costly settlements or license agreements, pay costly damage awards or face a temporary or permanent injunction prohibiting us from marketing or selling our products or services. If we cannot or do not license the infringed intellectual property on reasonable terms or at all, or substitute similar intellectual property from another source, our revenue and operating results could be adversely impacted. Additionally, our customers and distributors may not purchase our products if they are concerned that they may infringe third party intellectual property rights. Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management's attention and resources, damage our reputation and cause us to incur significant expenses. The occurrence of any of these events may have a material adverse effect on our business, financial condition and operating results.

Risks Related to Our Common Stock

The Offering Price Of The Shares Was Arbitrarily Determined, And Therefore Should Not Be Used As An Indicator Of The Future Market Price Of The Shares. Therefore, The Offering Price Bears No Relationship To The Actual Value Of The Company, And May Make Our Shares Difficult To Sell.

Since our shares are thinly traded on the OTC Pink Markets,OTCQB, the offering price of $3.00 per share for the shares of common stockCommon Stock was arbitrarily determined. The facts considered in determiningselected by the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.Company’s management. The offering price bears no relationship to the book value;value, assets or earnings of our companythe Company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.Shares.

Our Stock Price May Be Volatile, And You May Not Be Able To Sell Your Shares For More Than What You Paid Or At All.

Risks RelatedOur stock price may be subject to significant volatility, and you may not be able to sell shares of Common Stock at or above the price you paid for them or at all. The trading price of our Common Stock may be subject to fluctuations in in response to various factors.

We Are Currently Subject To The “Penny Stock” Rules Which Adversely Affects The Liquidity Of Our Common StockStock.

WE WILL BE SUBJECT TO THE “PENNY STOCK” RULES WHICH WILL ADVERSELY AFFECT THE LIQUIDITY OF OUR COMMON STOCK.

The Securities and Exchange Commission or the SEC,(the “SEC"), has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. We expect theThe market price of our common stock will beCommon Stock is currently less than $5.00 per share and therefore we will beare considered a “penny stock” according to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stockCommon Stock and therefore reduce the liquidity of the public market for our shares should one develop.shares.

BECAUSE DIRECTORS AND OFFICERS CURRENTLY AND FOR THE FORESEEABLE FUTURE WILL CONTINUE TO CONTROL EAWC, IT IS NOT LIKELY THAT YOU WILL BE ABLE TO ELECT DIRECTORS OR HAVE ANY SAY IN THE POLICIES OF EAWC.Our Securities Are Traded on the OTCQB, Which May Not Provide As Much Liquidity For Our Investors As More Recognized Senior Exchanges Such As The Nasdaq Stock Market Or Other National Or Regional Exchanges.

Our shareholdersCommon Stock is currently quoted on OTCQB under the symbol “EAWD”. The OTC Markets are inter-dealer, over-the-counter markets that provide significantly less liquidity than the Nasdaq Stock Market or other national or regional exchanges. Securities traded on the OTC Markets are usually thinly traded, highly volatile, have fewer market makers and are not entitledfollowed by analysts. The SEC’s order handling rules, which apply to cumulative voting rights. Consequently,Nasdaq-listed securities, do not apply to securities quoted on the electionOTC Markets. Quotes for stocks included on the OTC Markets are not listed in newspapers. Therefore, prices for securities traded solely on the OTC Markets may be difficult to obtain and holders of directorsour securities may be unable to resell their securities at or near their original acquisition price, or at any price.

Financial Industry Regulatory Authority (“FINRA”) Sales Practice Requirements May Also Limit A Stockholder’s Ability To Buy And Sell Our Common Stock, Which Could Depress The Price Of Our Common Stock.

FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and all other matters requiring shareholder approvalinformation. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our shares of Common Stock, have an adverse effect on the market for our shares of Common Stock, and thereby depress our price per share of Common Stock.

An Investment In The Company’s Common Stock Is Extremely Speculative And There Can Be No Assurance Of Any Return On Any Such Investment.

Our Common Stock is currently quoted on the OTCQB maintained by OTC Markets Group, Inc. under the symbol “EAWD”; however, an investment in the Company’s Common Stock is extremely speculative and there is no assurance that investors will obtain any return on their investment. Investors will be decidedsubject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The market price of our Common Stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market and other factors, many of which we have little or no control over. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected performance.

The Exercise Or Conversion Of Currently Outstanding Securities Or Issuance Of Additional Share Of Our Common Stock Or Preferred Stock Would Further Dilute Holders Of Our Common Stock.

We currently have outstanding securities that convert into shares of our common stock, including preferred stock that converts into shares of our common stock and debt that converts into shares of our common stock. Our Series A Preferred Stock converts at a rate of 5 shares common stock for 1 share of Series A Preferred. Our Board of Directors has authority, without action or vote of our shareholders, to issue shares of common and preferred stock. We may issue shares of our common stock or preferred stock to complete a business combination or to raise capital. Such stock issuances could be made at a price that reflects a discount from the then-current trading price of our common stock. These conversions and issuances would dilute our stockholders' ownership interest, which among other things would have the effect of reducing their influence on matters on which our stockholders vote. In addition, our stockholders and prospective investors may incur additional dilution if holders of warrants, whether currently outstanding or subsequently granted, exercise their warrants to purchase shares of our common stock or if our convertible debt holders convert their debt.

We May Issue Additional Shares Of Common Stock Under An Employee Incentive Plan (Including The 2022 Plan), Or May Issue Preferred Stock. Any Such Issuances Would Dilute The Interest Of Our Stockholders And Likely Present Other Risks.

We may issue a substantial number of additional share of common stock under our employee incentive plan (including the 2022 Plan) or we may issue preferred stock. The issuance of additional securities:

Restrictions on the Use of Rule 144 by majority vote.Shell Companies or Former Shell Companies.

Historically, the SEC has taken the position that Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies like us, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. The directorsSEC has codified and officersexpanded this position in its amendments effective on February 15, 2008 and applies it to securities acquired both before and after that date by prohibiting the use of EAWC beneficiallyRule 144 for resale of securities issued by shell companies (other than business transaction related shell companies) or issuers that have been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met: the issuer of the securities that was formerly a shell company has ceased to be a shell company; the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. As such, due to the fact that we may have been a shell company, holders of "restricted securities" within the meaning of Rule 144, when reselling their shares pursuant to Rule 144, shall be subject to the conditions set forth herein.

Transfer Agent’s Restrictions on Transfer of Shares of Former Shells.

Our transfer agent, World Wide Stock Transfer, has indicated that it will not issue unlegended certificates for transfers pursuant to Rule 144 other than in proposed sale transactions.  As a result, shareholders may be unable to remove the legend on their certificates pursuant to Rule 144 until they sell their securities which may impact a shareholder’s ability to sell their securities or deposit their securities in a brokerage account.

Risks Related to Governance and Regulatory Environment

Our Executive Officers And Directors Collectively Have The Power To Control Our Management And Operations And Have A Significant Majority In Voting Power On All Matters Submitted To The Stockholders Of The Company.

Ms. Irma Velazquez, our Chief Executive Officer and Vice-Chairman of the Board of Directors and Mr. Ralph Hofmeier, our Chief Technology Officer and Chairman of the Board of Directors, who are married to each other, together own approximately 57.34%29% of our outstanding common stock.  Common Stock and 100% of our outstanding Series A Preferred Stock, which, on an as-converted basis represents an approximate aggregate 41% of the outstanding Common Stock. Accordingly, these individuals have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets. Due to such significant ownership position held by our insiders, new investors may not be able to effect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management.The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

In addition, salesThese stockholders have complete control over our affairs. Accordingly, this concentration of significant amountsownership by itself may have the effect of shares held by our officer and directors,impeding a merger, consolidation, takeover or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourageother business consolidation, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.for the common stock.

SINCE WE INTEND TO RETAIN ANY EARNINGS FOR DEVELOPMENT OF OUR BUSINESS FOR THE FORESEEABLE FUTURE, YOU WILL LIKELY NOT RECEIVE ANY DIVIDENDS FOR THE FORESEEABLE FUTURE.We Have No Intention Of Declaring Dividends On Our Common Stock In The Foreseeable Future.

We have never declared or paid any cash dividends or distributions on our capital stock. Weand currently do not intend to retainpay any dividends for the foreseeable future, as we intend to use any excess cash to fund our future earningsoperations. The decision to support operations and to finance expansion and therefore we do not anticipate paying anypay cash dividends on our common stock rests with our board of directors and will depend on our earnings, unencumbered cash, capital requirements and financial condition. Investors in our common stock should not expect to receive dividend income on their investment, and investors will be dependent on the foreseeable future.

A SIGNIFICANT NUMBER OF OUR SHARES WILL BE ELIGIBLE FOR SALE AND THEIR SALE OR POTENTIAL SALE MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

Sales of a significant number of sharesappreciation of our common stock in the public market could harm the market price of our common stock. This prospectus 21,692,348 shares of our common stock, which represents approximately [25%] of our current issued and outstanding shares of our common stock. As additional shares of our common stock become available for resale in the public market pursuant to this offering, and otherwise, the supply of our common stock will increase, which could decrease its price.  earn a return on their investment.

Our Officers And Directors Are Located Outside Of The U.S., So It Will Be Difficult To Effect Service Of Process And Enforcement Of Legal Judgments Upon Our Officers And Directors.

WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH UNITED STATES CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements underOur officers and directors are located outside of the Sarbanes-Oxley Act of 2002United States and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.reside in Germany.  As a result, it may be more difficult for us to attracteffect service of process within the United States and retain qualified individuals to serve onenforce judgments of the US courts obtained against our board of directors or as executive officers. We are currently evaluatingofficers and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, wedirectors.  Particularly, our shareholders may not be able to absorb these costs of being a public company, which will negatively affect our business operations.to:

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF

The Limited Public Company Experience Of Our Management Team Could Adversely Impact Our Ability To Comply With The Reporting Requirements Of U.S. SECURITIES LAWS.Securities Laws.

Our management team lackshas limited public company experience, which could impair our ability to comply with legal and regulatory requirements, such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility for managing a publicly traded company. Such responsibilities includeincluding complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act, of 1934, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company. the Company. 

WE ARE NOT REQUIRED TO FILE PROXY STATEMENTS PURSUANT TO THE SECURITIES EXCHANGE ACT of 1934, WHICH MAY IMPEDE YOUR ABILITY TO OBTAIN INFORMATION ABOUT OUR BUSINESS AND OPERATIONS.common stock less attractive to investors.

Upon effectivenessEAWD is and will remain an “emerging growth company” until the earliest to occur of this registration statement(a) the last day of the fiscal year during which its total annual revenues equal or exceed $1.07 billion (subject to adjustment for inflation), (b) the last day of the fiscal year following the fifth anniversary of its initial public offering (December 31, 2024), (c) the date on which the Company has, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (d) the date on which the Company is deemed a “large accelerated filer” (with at least $700 million in public float) under the Exchange Act.”).

For so long as EAWD remains an “emerging growth company” as defined in the JOBS Act, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” as described in further detail in the risk factors below. We cannot predict if investors will find its shares of common stock less attractive because we will be subject to Section 15(d)rely on some or all of these exemptions. If some investors find the Exchange Act unless we file a Form 8A to register ourCompany’s shares of common stock under Section 12 of the Securities Exchange Act of 1934. Pursuant to section 15(d) we are not required to file proxy statements. Proxy statementsless attractive as a result, there may be usefula less active trading market for its shares of common stock and its stock price may be more volatile.

If the Company avails itself of certain exemptions from various reporting requirements, its reduced disclosure may make it more difficult for investors and securities analysts to investorsevaluate the Company and may result in assessing corporate business decisions suchless investor confidence.

The JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. EAWD meets the definition of an “emerging growth company” and so long as how management is paid and potential conflict-of-interest issues with auditors. Proxy statements may include but areit qualifies as an “emerging growth company,” it will not limitedbe required to:

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $250 million or annual revenues of less than $100 million during the most recently completed fiscal year.

However, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

Laws And Regulations Governing International Business Operations Could Adversely Impact EAWD.

The US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and the Bureau of Industry and Security at the US Department of Commerce (“BIS”) administer certain laws and regulations that restrict US persons and, in some instances, non-US persons, in conducting activities, transacting business with or making investments in certain countries, governments, entities and individuals subject to US economic sanctions.

Our international operations subject us to these laws and regulations, which are complex, restrict business dealings with certain countries, governments, entities, and individuals, and are constantly changing. Further restrictions may be enacted, amended, enforced or interpreted in a manner that materially impacts our operations. From time to time, certain subsidiaries have limited business dealings in countries subject to comprehensive sanctions.

We may sell our products and/or provide related services, to distributors and other purchasing bodies in such countries. These business dealings expose us to a heightened risk of violating applicable sanctions regulations. Violations of these regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment.

We have established policies and procedures designed to assist with compliance with such laws and regulations. However, there can be no assurance that these will prevent us from violating these regulations in every transaction in which we may engage. As such a violation could adversely affect our reputation, business, financial condition, results of operations and cash flows.

Risks Related to COVID-19, Acts of God, and Cyber Security

Unpredictable Events, Such As The COVID-19 Outbreak, And Associated Business Disruptions Could Seriously Harm Our Future Revenues And Financial Condition, Delay Our Operations, Increase Our Costs And Expenses, And Affect Our Ability To Raise Capital.

The outbreak of COVID-19 originating in Wuhan, China, sometime around December 2019, has since rapidly increased its exposure globally. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. The pandemic has impacted and may further impact the United States and the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates and interest rates. Due to the speed with which the situation is developing, the global breadth of its spread and the range of governmental and community reactions thereto, there is uncertainty around its duration, ultimate impact and the timing of recovery. Therefore, the pandemic could lead to an extended disruption of economic activity and the impact on our consolidated results of operations, financial position, and cash flows could be material.

As a result of the adverse impact that the COVID-19 pandemic is having on our economy and the economies of the countries in which we plan to do business, the pandemic may affect our operations, including our supply chain distribution systems, production levels and research and development activities. In addition, any preventive or protective actions that governments implement or that we adopt in response to the COVID-19 pandemic, such as travel restrictions, quarantines, and limited operations of governmental agencies, may interfere with the ability of our employees, vendors, and suppliers to perform their respective responsibilities and obligations relative to the conduct of our business. Additionally, government regulations that have been imposed in response to the COVID-19 pandemic may cause delays our freight processes, which would result in higher shipping costs. In addition, social distancing guidelines could have an adverse impact on our research and development activities as our laboratories are not operating at full capacity.

The impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. Further, the resulting global economic downturn has negatively impacted the ability of certain of our customers to make payments on a timely basis, adversely impacting our cash flows from operations. We do not yet know the full extent of the impact of the COVID-19 pandemic or its resulting economic impact, which could have a material adverse effect on our liquidity, capital resources, operations, and business.

We are subjectalso monitoring the impact of COVID-19 on our talent recruitment and retention efforts. If members of our management and other key personnel in critical functions across our organization are unable to section 15(d)perform their duties or have limited availability due to COVID-19, we may not be able to execute on our business strategy and/or our operations may be negatively impacted. The loss or limited availability of the Exchange Act.services of one or more of our executive officers or other key personnel, or our inability to recruit and retain qualified executive officers or other key personnel in the future could, at least temporarily, have a material adverse effect on our business, financial condition, and results of operations. Qualified individuals are in high demand, and we may incur significant costs to attract them, particularly at the executive level. We may never fileface difficulty in attracting and retaining key talent for a Form 8Anumber of reasons, including delays in the recruiting and hiring process as a result of the COVID-19 pandemic.

Our business, financial condition, and results of operations could be materially adversely affected by unfavorable results in future employment litigation matters as a result of COVID-19. Our employees may sue us due to registerpossible exposure to COVID-19 while working at one of our facilities or sites. In addition, employees may challenge decisions to implement protective measures such as contact tracing on the basis of local privacy laws due to the increased collection of employee medical information. Litigation matters, regardless of their merits or their ultimate outcomes, are costly, divert management’s attention and may materially adversely affect our reputation and demand for our products. We cannot predict with certainty the eventual outcome of litigation matters. An adverse outcome of litigation or legal matters could result in us being responsible for paying significant damages.

Any of these negative effects resulting from litigation matters could materially adversely affect our business, financial condition or results of operations. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described herein.

The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions taken to contain it or treat its impact.

Additionally, COVID-19 has caused significant disruptions to the global financial markets, which could impact our ability to raise additional capital.  There is also a risk that other countries or regions may be less effective at containing COVID-19, or it may be more difficult to contain if the outbreak reaches a larger population or broader geography, in which case the risks described herein could be elevated significantly.

Our Business Has Been Impacted By The Supply Chain Delays caused by the COVID-19 Pandemic

With the global spread of the ongoing novel COVID-19 pandemic in 2020, we have implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on our employees and business. We have experienced supply chain delays, including delays in shipments from abroad. In addition, we could experience payment delays from customers if they are negatively impacted by the pandemic. The business of our suppliers and other commercial partners, our corporate development objectives and the value of and market for our common stock, under Section 12will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the Securities Exchange Actpandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States and other countries, and the effectiveness of 1934.  If we do not fileactions taken globally to contain and treat the disease. The global economic slowdown and the other risks and uncertainties associated with the pandemic could have a Form 8A, we are not requiredmaterial adverse effect on our business, financial condition, results of operations and growth prospects. In addition, to file proxy statements and it may impede your ability to obtain information aboutthe extent the ongoing COVID-19 pandemic adversely affects our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which we face.

Our Business Could Be Negatively Affected By Security Threats, Including Cybersecurity Threats, And Other Disruptions.

We, or third parties with whom we do business, may become the target of cyberattacks or information security breaches that could result in the unauthorized release, misuse, loss or destruction of proprietary and other information, or other disruption of business operations that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. We face various security threats, including cybersecurity threats to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as processing plants and pipelines, and threats from terrorist acts. The potential for such security threats has subjected our operations to increased risks that could have a material adverse effect on our business. In particular, our implementation of various procedures and controls to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent security breaches from occurring. If any of these security breaches were to occur, they could lead to losses of sensitive information, critical infrastructure or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations or cash flows. Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. These events could lead to financial losses from remedial actions, loss of business or potential liability.

Risks Relating to this Offering and our Reverse Stock-Split

Investors in this offering will experience immediate and substantial dilution in net tangible book value.

The public offering price will be substantially higher than the net tangible book value per share of our outstanding shares of common stock. As a result, investors in this offering will incur immediate dilution of $[•] per share based on the assumed public offering price of $[•] per share. Investors in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. See “Dilution” for a more complete description of how the value of your investment will be diluted upon the completion of this offering.

Participation in this offering by certain of our directors and their affiliates would reduce the available public float for our shares.

It is possible that one or more of our directors or their affiliates or related parties could purchase common stock in this offering at the public offering price and on the same terms as the other purchasers in this offering. However, these persons or entities may determine not to purchase any shares in this offering, or the underwriter may elect not to sell any shares in this offering to such persons or entities. Any purchases by our directors or their affiliates or related parties would reduce the available public float for our shares because such shareholders would be restricted from selling the common stock by a lock-up agreement they have entered into with the underwriter and by restrictions under applicable securities laws. As a result, any purchase of common stock by such shareholders in this offering may reduce the liquidity of our common stock relative to what it would have been had these common stock been purchased by investors that were not affiliated with us.

Our Management Will Have Broad Discretion As To The Use Of Proceeds From This Offering, And We May Not Use The Proceeds Effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. You will not have the opportunity, as part of your investment decision, to assess whether these proceeds are being used appropriately. Our failure to apply these funds effectively could have a material adverse effect on our business and cause the price of our common stock to decline.

Even if the reverse stock split achieves the requisite increase in the market price of our common stock, we cannot assure you that we will be able to continue to comply with the minimum bid price requirement of the Nasdaq Capital Market.

Even if the reverse stock split achieves the requisite increase in the market price of our common stock to be in compliance with the minimum bid price of the Nasdaq Capital Market, there can be no assurance that the market price of our common stock following the reverse stock split will remain at the level required for continuing compliance with that requirement. It is not uncommon for the market price of a company’s common stock to decline in the period following a reverse stock split. If the market price of our common stock declines following the effectuation of the reverse stock split, the percentage decline may be greater than would occur in the absence of a reverse stock split. In any event, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common stock and jeopardize our ability to meet or maintain the Nasdaq Capital Market’s minimum bid price requirement.

Even if the reverse stock split increases the market price of our common stock and we meet the initial listing requirements of the Nasdaq Capital Market, there can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market, a failure of which could result in a de-listing of our common stock.

The Nasdaq Capital Market requires that the trading price of its listed stocks remain above one dollar in order for the stock to remain listed. If a listed stock trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting from the Nasdaq Capital Market. In addition, to maintain a listing on the Nasdaq Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. If we are unable to satisfy these requirements or standards, we could be subject to delisting, which would have a negative effect on the price of our common stock and would impair your investment.ability to sell or purchase our common stock when you wish to do so. In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the minimum bid price requirement, or prevent future non-compliance with the listing requirements.

USE OF PROCEEDS

We will not receive any proceeds fromThe reverse stock split may decrease the sale of Common Stock by the selling shareholders. All of the net proceeds from the sale of our Common Stock will go to the selling shareholders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”.  We have agreed to bear the expenses relating to the registration of the Common Stock for the selling shareholders.

DETERMINATION OF OFFERING PRICE

The offering priceliquidity of the shares of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.common stock.

The selling stockholders will offerliquidity of the shares of our common stock atmay be affected adversely by the prevailingreverse stock split given the reduced number of shares that will be outstanding following the reverse stock split, especially if the market prices or privately negotiated price. The offering price of our common stock does not necessarily bear any relationshipincrease as a result of the reverse stock split. In addition, the reverse stock split may increase the number of shareholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such shareholders to our book value, assets, past operating results, financial condition or any other established criteriaexperience an increase in the cost of value. Ourselling their shares and greater difficulty effecting such sales.

Following the reverse stock split, the resulting market price of our common stock may not tradeattract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance that the reverse stock split will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily improve.

There is no assurance that once listed on the Nasdaq Capital Market we will not continue to experience volatility in our share price.

The OTCQB, where our common stock is currently quoted, is an inter-dealer, over-the-counter market that provides significantly less liquidity than the Nasdaq Capital Market. Our stock is thinly traded due to the limited number of shares available for trading on the OTCQB thus causing large swings in price. As such, investors and potential investors may find it difficult to obtain accurate stock price quotations, and holders of our common stock may be unable to resell their securities at or near their original offering price or at any price. Our public offering price per share of common stock may vary from the market price of our common stock after the offering. If an active market for our stock develops and continues, our stock price may nevertheless be volatile. If our stock experiences volatility, investors may not be able to sell their common stock at or above the public offering price per share. Sales of substantial amounts of our common stock, or the perception that such sales might occur, could adversely affect prevailing market prices of our common stock and our stock price may decline substantially in a short period of time. As a result, our shareholders could suffer losses or be unable to liquidate their holdings. No assurance can be given that the price of our common stock will become less volatile when listed on the Nasdaq Capital Market.

USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $ [•] after deducting estimated underwriting discounts and estimated offering expenses payable by us. If the underwriter’s over-allotment option is exercised in full, we estimate that our net proceeds will be approximately $[•] million. We intend to use the net proceeds from this offering for the following purposes:

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We will have broad discretion over how to use the net proceeds to us from this offering. We intend to use the net proceeds that we will receive from this offering for general corporate purposes, which may include, among other things, capital expenditures, additions to working capital, investments in our subsidiaries, repayment of indebtedness and acquisitions. We may use a portion of the net proceeds to acquire complementary businesses, products, services, or technologies. However, we do not have agreements or commitments to enter into any acquisitions or repay any indebtedness at this time. Pending use of the proceeds from this offering, we intend to invest the proceeds in a variety of capital preservation investments, including short-term, investment-grade and interest-bearing instruments.

The expected use of net proceeds from this Offering represents our intentions based on our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds we will have upon completion of this Offering or the order of priority in which we may use such proceeds. Circumstances that may cause us to alter our anticipated uses and allocations of proceeds from this Offering include (i) the size of the Offering and, (ii) our cash flow from operations during fiscal year 2023. Accordingly, we will retain broad discretion over the use of these proceeds and the Company reserves the right to change the above use of proceeds if management believes it is in the best interests of the Company. In addition, while we have not entered into any agreements, commitments or understandings relating to any significant transaction as of the date of this prospectus supplement, we may use a portion of the net proceeds to pursue acquisitions, joint ventures and other strategic transactions.

A 50% increase (decrease) in the assumed public offering price of $[•] per share would increase (decrease) the expected net proceeds of the offering price as prices forto us by approximately $[•] million, assuming that the number of shares of common stock in any public market will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

DILUTION

The shares of Common Stock to be sold by us remains the selling shareholders as provided insame. We may also increase or decrease the “Selling Security Holders” sectionnumber of shares we are shares of Common Stock that are currently issued. Accordingly, there will be no dilution to our existing shareholders.offering.

SELLING SHAREHOLDERSCAPITALIZATION

The shares of Common Stock being offered for resale by the selling shareholders consist of 21,692,348 shares.

The following table sets forth the names of the selling shareholders, the number of shares of Common Stock beneficially owned by each of the selling shareholdersour actual cash and cash equivalents and our capitalization as of October 7, 2015June 30, 2023, and the number of shares of Common Stock being offered by the selling shareholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling shareholders may offer all or part of the sharesas adjusted for resaleany effect from time to time. However, the selling shareholders are under no obligation to sell all or any portion of such shares nor are the selling shareholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling shareholders.