AsFiled with the Securities and Exchange Commission on June 2, 2023

RegistrationNo. 333-

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FormS-1

UNDER

THESECURITIES ACT OF 1933

EIGHTCOHOLDINGS INC.

(ExactName of Registrant as Specified in its Charter)

2009^th Avenue North, Suite 220

SafetyHarbor, Florida 34695

(888)765-8933

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

BrianMcFadden

ChiefExecutive Officer

EightcoHoldings Inc.

2009^th Avenue North, Suite 220

SafetyHarbor, Florida 34695

(888)765-8933

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

Copiesto:

RickA. Werner, Esq.

BruceNewsome, Esq.

Haynesand Boone, LLP

30Rockefeller Plaza, 26^th Floor

NewYork, New York 10112

(212)659-7300

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effectiveon such date as the Securities and Exchange Commission acting pursuant to said Section 8(a) may determine.

Theinformation in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell thesesecurities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not anoffer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is notpermitted.

Subjectto Completion, dated June 2, 2023

PROSPECTUS

EightcoHoldings Inc.

13,749,848Shares of Common Stock

Thisprospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to 13,749,848 sharesof our common stock, par value $0.001 per share. These shares of common stock consist of:

TheMarch 2023 Note, March 2023 Warrant and SPA Palladium Warrants were issued in reliance upon the exemption from the registration requirementsin Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 promulgated thereunder.We are registering the March 2023 Note Shares, March 2023 Warrant Shares and Palladium Warrant Shares issuable upon the conversion orexercise, as applicable, of the March 2023 Note, March 2023 Warrant and SPA Palladium Warrant, respectively, to allow the selling stockholdersnamed herein to, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus.

Ourregistration of the shares of common stock covered by this prospectus does not mean that the selling stockholders will offer or sellany of such shares of common stock. The selling stockholders named in this prospectus, or their donees, pledgees, transferees or othersuccessors-in-interest, may resell the shares of common stock covered by this prospectus through public or private transactions at prevailingmarket prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the possiblemethods of sale that may be used by the selling stockholders, you should refer to the section of this prospectus entitled “Planof Distribution.”

Wewill not receive any of the proceeds from the sale of common stock by the selling stockholders. However, we will receive proceeds fromthe exercise of the March 2023 Warrant or the SPA Palladium Warrant if such warrants are exercised for cash.

Anyshares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholders prior to anyresale of such shares pursuant to this prospectus.

Nounderwriter or other person has been engaged to facilitate the sale of the common stock in this offering. We will bear all costs, expensesand fees in connection with the registration of the common stock. The selling stockholders will bear all commissions and discounts, ifany, attributable to their respective sales of our common stock.

OnApril 3, 2023, we filed a Certificate of Amendment to our Certificate of Incorporation to (i) effect a reverse stock split of the issuedand outstanding shares of our common stock, at a ratio of 1-for-50 (the “Reverse Stock Split”) and (ii) change the name ofthe Company from “Cryptyde, Inc.” to “Eightco Holdings Inc.” All share and per share prices in this prospectushave been adjusted to reflect the 1-for-50 Reverse Stock Split.

Ourcommon stock is currently listed on the Nasdaq Capital Market under the symbol “OCTO.” On June 1, 2023, the last reportedsale price of our common stock was $1.79.

Investmentin our common stock involves risk. See “Risk Factors” contained in this prospectus, in our periodic reports filed from timeto time with the Securities and Exchange Commission, which are incorporated by reference in this prospectus and in any applicable prospectussupplement. You should carefully read this prospectus and the documents we incorporate by reference, before you invest in our commonstock.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Thedate of this prospectus is     , 2023.

TABLEOF CONTENTS

ABOUTTHIS PROSPECTUS

Thisprospectus is part of the registration statement that we filed with the Securities and Exchange Commission pursuant to which the sellingstockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by thisprospectus. As permitted by the rules and regulations of the Securities and Exchange Commission, the registration statement filed byus includes additional information not contained in this prospectus.

Thisprospectus and the documents incorporated by reference into this prospectus include important information about us, the securities beingoffered and other information you should know before investing in our securities. You should not assume that the information containedin this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any informationwe incorporate by reference is correct on any date subsequent to the date of the document incorporated by reference, even though thisprospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to readand consider all information contained in this prospectus, including the documents incorporated by reference therein, in making yourinvestment decision. You should also read and consider the information in the documents to which we have referred you under “WhereYou Can Find More Information” in this prospectus.

Youshould rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. Wehave not, and the selling stockholders have not, authorized anyone to give any information or to make any representation to you otherthan those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information,you should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities inany jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

Wefurther note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any documentthat is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Unlessotherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our generalexpectations and market opportunity, is based on information from our own management estimates and research, as well as from industryand general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publiclyavailable information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to bereasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due toa variety of factors, including those described in “Risk Factors” beginning on page 4 of this prospectus. These and otherfactors could cause our future performance to differ materially from our assumptions and estimates.

THEOFFERING

RISKFACTORS

Aninvestment in our securities involves certain risks. Before deciding to invest in our common stock, you should consider carefully theinformation in this prospectus and the other information and documents incorporated by reference in this prospectus, including the risks,uncertainties and assumptions discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K forthe fiscal year ended December 31, 2022, or any updates in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Our business,business prospects, financial condition or results of operations could be seriously harmed as a result of these risks. This could causethe trading price of our common stock to decline, resulting in a loss of all or part of your investment. Additional risks and uncertaintiesnot presently known to us or that we currently deem immaterial also may materially and adversely affect our business, financial conditionand results of operations. Please also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.”

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus and the information incorporated by reference in this prospectus contain “forward-looking statements,” which includeinformation relating to future events, future financial performance, strategies, expectations, competitive environment and regulation.Our use of the words “may,” “will,” “would,” “could,” “should,” “believes,”“estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,”“intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,”“impacts,” “forecasts,” “target,” “outlook,” “initiative,” “objective,”“designed,” “priorities,” “goal” or the negative of those words or other similar expressions is intendedto identify forward-looking statements that represent our current judgment about possible future events. Forward-looking statements shouldnot be read as a guarantee of future performance or results and will probably not be accurate indications of when such performance orresults will be achieved. All statements included or incorporated by reference in this prospectus, and in related comments by our management,other than statements of historical facts, including without limitation, statements about future events or financial performance, areforward-looking statements that involve certain risks and uncertainties.

Thesestatements are based on certain assumptions and analyses made in light of our experience and perception of historical trends, currentconditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. While thesestatements represent our judgment on what the future may hold, and we believe these judgments are reasonable, these statements are notguarantees of any events or financial results. Whether actual future results and developments will conform with our expectations andpredictions is subject to a number of risks and uncertainties, including the risks and uncertainties discussed in this prospectus, anyprospectus supplement and the documents incorporated by reference under the captions “Risk Factors” and “Special NoteRegarding Forward-Looking Statements” and elsewhere in those documents.

Consequently,all of the forward-looking statements made in this prospectus as well as all of the forward-looking statements incorporated by referenceto our filings under the Exchange Act, are qualified by these cautionary statements and there can be no assurance that the actual resultsor developments that we anticipate will be realized or, even if realized, that they will have the expected consequences to or effectson us and our subsidiaries or our businesses or operations. We caution investors not to place undue reliance on forward-looking statements.We undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information,future events, or other such factors that affect the subject of these statements, except where we are expressly required to do so bylaw.

USEOF PROCEEDS

Allshares of our common stock offered by this prospectus are being registered for the accounts of the selling stockholders and we will notreceive any proceeds from the sale of these shares. However, we will receive proceeds from the exercise of the March 2023 Warrant andSPA Palladium Warrant if any such warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.

SELLINGSTOCKHOLDERS

March2023 Note, March 2023 Warrant and SPA Palladium Warrant

OnMarch 15, 2023, we entered into the March 2023 Purchase Agreement with Hudson Bay for the issuance and sale of the March 2023 Note, currently,as adjusted, convertible into 2,763,545 March 2023 Note Shares and the March 2023 Warrant, currently, as adjusted, exercisable into 2,763,545March 2023 Warrant Shares (the “March 2023 Offering”). We received total consideration of $5,000,000 in the March 2023 Offering.

TheMarch 2023 Note is currently convertible at a price of $2.0101 per share, is immediately convertible and may be converted at any pointprior to the maturity date of January 15, 2024, however, unless and until shareholder approval is obtained, Hudson Bay may notconvert the March 2023 Note to the extent that the issuance of March 2023 Note Shares would cause the total number of March 2023Note Shares and March 2023 Warrant Shares issued to exceed the aggregate number of shares of common stock which the Company may issuepursuant the rules or regulations of the Nasdaq Capital Market. The conversion price of the March 2023 Note adjusts down to match theissuance price of common stock issued by the Company at a lower price than the conversion price of the March 2023 Note or match the exerciseor conversion price of convertible securities issued by the Company.

Theexercise price of the March 2023 Warrant is currently $2.0101 per share. The exercise price of the March 2023 Warrant adjusts down tomatch the issuance price of common stock issued by the Company at a lower price than the exercise price of the March 2023 Warrant ormatch the exercise or conversion price of convertible securities issued by the Company. The March 2023 Warrant is exercisable from itsissuance date, however, unless and until shareholder approval is obtained, Hudson Bay may not exercise the March 2023 Warrantto the extent that the issuance of March 2023 Warrant Shares would cause the total number of March 2023 Warrant Shares and March 2023Note Shares issued to exceed the aggregate number of shares of common stock which the Company may issue pursuant to the rulesor regulations of the Nasdaq Capital Market.

Aholder of the March 2023 Note or the March 2023 Warrant may not convert or exercise its March 2023 Note or March 2023 Warrant, as applicable,to the extent that the holder, together with its affiliates, would beneficially own more than 9.99% of our outstanding shares of commonstock immediately after conversion or exercise, as applicable, except that the holder may decrease or, upon at least 61 days’ priornotice from the holder to us, increase the beneficial ownership limitation of the number of shares of common stock outstanding immediatelyafter giving effect to the conversion or exercise, as applicable.

Palladiumserved as our exclusive placement agent in connection with the March 2023 Offering. Pursuant to our engagement letter with Palladium,we paid Palladium for acting as our exclusive placement agent in connection with the March 2023 Offering a total cash fee equal to $400,000.In addition, we issued to Palladium, or its designees, the SPA Palladium Warrants to purchase up to 221,084 shares of our common stockat an exercise price currently equal to $2.0101. The SPA Palladium Warrant contains terms identical in all material respects to the March2023 Warrant.

InformationAbout Selling Stockholder Offering

Theshares of common stock being offered by the selling stockholders are March 2023 Note Shares, March 2023 Warrant Shares and PalladiumWarrant Shares.

Exceptfor (i) the ownership of the March 2023 Note, the March 2023 Warrant, the note issued pursuant to the Securities PurchaseAgreement dated January 26, 2022 (“January 2022 Purchase Agreement”), between us and Hudson Bay, as amended (the “January 2022 Note”), the warrant issued pursuant to the January 2022 PurchaseAgreement, as amended (the “January 2022 Warrant”), and certain shares of our common stock; and (ii) its involvementwith us with respect to the amendment agreement dated July 28, 2022, by and among the Company and Hudson Bay (the “2022Amendment Agreement”), as subsequently amended again on January 6, 2023 (the “Second Amendment Agreement”) and thewaiver entered into with Hudson Bay on September 14, 2022 (the “Waiver”), Hudson Bay has not had any materialrelationship with us within the past three years.

Inaddition, in the past three years, Vinco has entered into two private placements with Hudson Bay while Vinco was the Company’sparent. In February 2021, Vinco issued a convertible note for the purchase price of $10,000,000 and five-year warrants to purchaseshares of common stock. In January 2021, Vinco issued a convertible note for a purchase price of $12,000,000 and a five-year warrantto purchase shares of common stock.

Exceptfor the ownership of the SPA Palladium Warrant, certain shares of our common stock, warrants to purchase shares of our common stockissued to Palladium in connection with our spin-off from our parent company, and acting as placement agent for the March 2023Offering and the offering to Hudson Bay which occurred pursuant to the January 2022 Purchase Agreement (the “January 2022Offering”), Palladium has not had any material relationship with us within the past three years.

Thetable below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d)of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by theselling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, basedon their ownership of shares of common stock, notes and warrants, as of May 31, 2023, assuming conversion of the March 2023 Noteand March 2023 Warrant held by the selling stockholders on that date.

Thethird column lists the shares of common stock being offered by this prospectus by the selling stockholders and does not take into accountany limitations on conversion or exercise of the March 2023 Note, March 2023 Warrant or SPA Palladium Warrant.

Inaccordance with the terms of the 2023 Registration Rights Agreement with Hudson Bay, this prospectus generally covers the resale of250% and 150% of the maximum number of shares of common stock issued or issuable pursuant to March 2023 Note and the March2023 Warrant, respectively. The 250% of the maximum number of shares of common stock issuable pursuant to the March 2023 Noteis based upon the Alternate Conversion Price, as defined in the March 2023 Note. Because the conversion price of the March 2023Note, including payment of interest on the March 2023 Note through the maturity date of the March 2023 Note,determined as if the outstanding notes were converted in full (without regard to any limitations on conversion contained thereinsolely for the purpose of such calculation) at a conversion price calculated immediately preceding the date this registrationstatement was initially filed with the SEC and the exercise price of the March 2023 Warrant may be adjusted, the number of sharesthat will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth columnassumes the sale of all of the shares offered by Hudson Bay pursuant to this prospectus. Under the terms of the March 2023 Note andthe March 2023 Warrant, Hudson Bay may not convert or exercise the March 2023 Note or the March 2023 Warrant, as applicable, (i)to the extent (but only to the extent) that Hudson Bay or any of its affiliates would beneficially own a number of shares of ourcommon stock which would exceed 9.99% of the outstanding shares of the Company or (ii) unless and until shareholder approval isobtained, to the extent that such conversion or exercise would cause the total number of March 2023 Warrant Shares and March2023 Note Shares issued to exceed the aggregate number of shares of common stock which the Company may issue pursuant the rules orregulations of the Nasdaq Capital Market. Hudson Bay may sell all, some or none of their shares in this offering.

*is less than 1%.

Unlessthe context otherwise requires, as used in this prospectus, “selling stockholder” includes the selling stockholders listedabove and donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus fromthe selling stockholders as a gift, pledge or other non-sale related transfer.

DESCRIPTIONOF SECURITIES TO BE REGISTERED

Fora more detailed description of capital stock, you should refer to the provisions of our amended and restated certificate of incorporationand our bylaws as well as the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”).

CommonStock

Authorization.We have 500,000,000 shares of common stock, par value $0.001 per share, authorized.

VotingRights. Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders,including the election of directors. Our stockholders do not have cumulative voting rights. Because of this, the holders of a majorityof the common stock entitled to vote in any election of directors will be able elect all of the directors standing for election.

DividendRights. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of our common stock willbe entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legallyavailable funds.

Liquidation.In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in thenet assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfactionof any liquidation preference granted to the holders of any then-outstanding preferred stock.

Rightsand Preferences. Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption orsinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of common stock are subjectto, and may be adversely affected by, the rights of the holders of any series of preferred stock that we may designate in the future.

StockExchange Listing. The Company’s common stock is listed on the Nasdaq Stock Market LLC under the symbol “OCTO”.

Anti-takeoverprovisions contained in our Certificate of Incorporation and Bylaws, as well as provisions of Delaware law.

TheCompany’s Certificate of Incorporation, the Company’s Bylaws, and Delaware law contain, provisions that are intended to detercoercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and toencourage prospective acquirers to negotiate with the Company’s board of directors rather than to attempt a hostile takeover. Theseprovisions are expected to include, among others:

●rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;

●the right of the Company’s board of directors to issue preferred stock without stockholder approval;

●the ability of the Company’s directors, and not stockholders, to fill vacancies (including those resulting from an enlargementof the board of directors) on the Company’s board of directors;

●the division of the Company’s board of directors into three classes of directors, with each class serving a staggered term; and

●a provision that directors serving on a classified board may be removed by stockholders only for cause.

TheCompany is also subject to Section 203 of the DGCL. Section 203 provides that, subject to limited exceptions, persons that (without priorboard approval) acquire, or are affiliated with a person that acquires, more than 15 percent of the outstanding voting stock of a Delawarecorporation shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions ofadditional shares, for a three-year period following the date on which that person or its affiliate becomes the holder of more than 15percent of the corporation’s outstanding voting stock.

Inaddition, the Company’s Certificate of Incorporation authorizes the Company to issue one or more series of preferred stock. TheCompany’s board of directors has the authority to determine the preferences, limitations and relative rights of the shares of preferredstock and to fix the number of shares constituting any series and the designation of such series, without any further vote or actionby the Company’s stockholders. The Company’s preferred stock could be issued with voting, liquidation, dividend and otherrights superior to the rights of the Company’s common stock. The potential issuance of preferred stock may delay or prevent a changein control of the Company, discourage bids for the Company’s common stock at a premium to the market price, and materially adverselyaffect the market price and the voting and other rights of the holders of the Company’s common stock.

PLANOF DISTRIBUTION

Weare registering the March 2023 Note Shares, March 2023 Warrant Shares and SPA Palladium Warrant Shares issuable upon the conversion orexercise, as applicable, of the March 2023 Note, March 2023 Warrant and SPA Palladium Warrant, respectively, to allow the selling stockholdersnamed herein to, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus.

Wewill not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. However, we will receiveproceeds from the exercise of the March 2023 Warrant and SPA Palladium Warrant if any such warrants are exercised for cash. We will bearall fees and expenses incident to our obligation to register the shares of common stock.

Theselling stockholders may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directlyor through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of commonstock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying pricesdetermined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or blocktransactions, pursuant to one or more of the following methods:

Theselling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act, if available, rather thanunder this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described inthis prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealersor agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions fromthe selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom theymay sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be inexcess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise,the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the sharesof common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock shortand deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connectionwith such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sellsuch shares.

Theselling stockholders may pledge or grant a security interest in some or all of the notes, warrants or shares of common stock owned bythem and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the sharesof common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicableprovision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or othersuccessors in interest as a selling stockholder under this prospectus. The selling stockholders also may transfer and donate the sharesof common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the sellingbeneficial owners for purposes of this prospectus.

Tothe extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participatingin the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the SecuritiesAct, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissionsor discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement,if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms ofthe offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensationfrom the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Underthe securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokersor dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualifiedfor sale in such state or an exemption from registration or qualification is available and is complied with.

Therecan be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registrationstatement, of which this prospectus forms a part.

Theselling stockholders and any other person participating in such distribution will be subject to applicable provisions of the ExchangeAct, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the ExchangeAct, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any otherparticipating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distributionof the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoingmay affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activitieswith respect to the shares of common stock.

Wewill pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be$31,000 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance withstate securities or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and sellingcommissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the SecuritiesAct in accordance with the registration rights agreements or the selling stockholders will be entitled to contribution. We may be indemnifiedby the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any writteninformation furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registrationrights agreements or we may be entitled to contribution.

Oncesold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in thehands of persons other than our affiliates.

LEGALMATTERS

Thevalidity of the securities offered by this prospectus will be passed upon by Haynes and Boone, LLP, New York, New York.

EXPERTS

Thefinancial statements as of December 31, 2022 and December 31, 2021 and for each of the two years in the period ended December 31, 2022incorporated by reference in this prospectus have been so incorporated in reliance on the report of Morison Cogen LLP, an independentregistered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

Thefinancial statements as of December 31, 2021 and December 31, 2020 and for each of the two years in the period ended December 31, 2021incorporated by reference from the Company’s Current Report on Form 8-K/A dated November 14, 2022 in this prospectus havebeen so incorporated in reliance on the report of Fruci & Associates II, PLLC, an independent registered public accounting firm,incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

WHEREYOU CAN FIND MORE INFORMATION

Wehave filed a registration statement on Form S-1 with the SEC with respect to the registration of the common stock offered for sale withthis prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits tothe registration statement. For further information about us, the common stock we are offering by this prospectus, and related matters,you should review the registration statement, including the exhibits filed as a part of the registration statement. Statements containedin this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statementare not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registrationstatement.

Weare subject to the information and periodic reporting requirements of the Securities Act, and, in accordance with such requirements,we file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other informationwill be available for inspection and copying at the SEC’s website at www.SEC.gov. We also maintain a website at 8co.holdings atwhich you may access our SEC filings free of charge as soon as reasonably practicable after they are electronically filed with, or furnishedto, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is notpart of, this prospectus. We intend to furnish our stockholders with annual reports containing consolidated financial statements auditedby our independent registered accounting firm.

INCORPORATIONOF CERTAIN INFORMATION BY REFERENCE

TheSecurities and Exchange Commission allows us to “incorporate by reference” the information we have filed with it, which meansthat we can disclose important information to you by referring you to those documents. The information we incorporate by reference isan important part of this prospectus, and later information that we file with the Securities and Exchange Commission will automaticallyupdate and supersede this information. We incorporate by reference the documents listed below and any future documents (excluding informationfurnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the Securities and Exchange Commission pursuant to Sections l3(a),l3(c), 14 or l5(d) of the Exchange subsequent to the date of this prospectus and prior to the termination of the offering:

Allfilings filed by us pursuant to the Exchange Act after the date of the initial filing of this registration statement and prior to theeffectiveness of such registration statement (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) shall alsobe deemed to be incorporated by reference into the prospectus.

Youshould rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provideyou with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed tobe modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or inany other document incorporated by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modifiedor superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assumethat the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documentsincorporated by reference in this prospectus.

Wewill provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of anyor all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus(other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus). Anysuch request should be addressed to us at:

EightcoHoldings Inc.

Attn:Chief Financial Officer

2009^th Avenue North, Suite 220

SafetyHarbor, Florida 34695

(888)765-8933

Youmay also access the documents incorporated by reference in this prospectus through our website at 8co.holdings. Except for the specificincorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectusor the registration statement of which it forms a part.

13,749,848Shares

EightcoHoldings Inc.

13,749,848 Sharesof Common Stock

COMMONSTOCK

PROSPECTUS

PARTII:

INFORMATIONNOT REQUIRED IN PROSPECTUS

Item13. Other Expenses of Issuance and Distribution

Thefollowing table sets forth the various costs and expenses payable by us in connection with the sale of the securities being registered.All such costs and expenses shall be borne by us. Except for the Securities and Exchange Commission registration fee, all the amountsshown are estimates.

Item14. Indemnification of Directors and Officers

TheDGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetarydamages for breaches of directors’ fiduciary duties as directors, and our certificate of incorporation includes such an exculpationprovision. Our Certificate of Incorporation, Bylaws and indemnification agreements with each of our directors and officers include provisionsthat indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damagesfor actions taken as a director or officer of Eightco, or for serving at Eightco’s request as a director or officer or anotherposition at another corporation or enterprise, as the case may be. Our Certificate of Incorporation, Bylaws and indemnification agreementswith each of our directors and officers also provide that we must indemnify and advance reasonable expenses to our directors and officers,subject to our receipt of an undertaking from the indemnified party as may be required under the DGCL. Eightco’s Bylaws expresslyauthorize Eightco to carry directors’ and officers’ insurance to protect Eightco, its directors, officers, and certain employeesagainst certain liabilities.

Thelimitation of liability and indemnification provisions that are in our Certificate of Incorporation, Bylaws and indemnification agreementswith each of our directors and officers may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciaryduty. These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers,even though such an action, if successful, might otherwise benefit Eightco and its stockholders. Your investment may be adversely affectedto the extent that, in a class action or direct suit, Eightco pays the costs of settlement and damage awards against directors and officerspursuant to these indemnification provisions. However, these provisions will not limit or eliminate our rights, or those of any stockholder,to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. The provisionswill not alter the liability of directors under the federal securities laws.

Wehave purchased and currently intend to maintain insurance on behalf of each and any person who is or was our director or officer againstany loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

Seealso the undertakings set out in response to Item 17 herein.

Item15. Recent Sales of Unregistered Securities.

Thefollowing is a summary of all securities that we have sold during the last three years without registration under the Securities Act.

Priorto the Distribution, we issued shares of our common stock to Vinco pursuant to Section 4(a)(2) of the Securities Act which shares weredistributed to Vinco stockholders in the Distribution. We did not register the issuance of the shares under the Securities Act becausethe issuance did not constitute a public offering.

OnJanuary 26, 2022, we entered into the January 2022 Purchase Agreement. On May 5, 2022, we closed the January 2022 Purchase Agreementand issued the January 2022 Warrant and the January 2022 Note. The sale of securities under the January 2022 Purchase Agreement was pursuantto Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated by the SEC thereunder. On May 5, 2022, in connection with the closingof the January 2022 Purchase Agreement, we issued Palladium warrants exercisable into 10,667 shares of our common stockas a part of Palladium’s compensation for serving as exclusive placement agent in connection with the January 2022 Purchase Agreementpursuant to Section 4(a)(2) of the Securities Act.

OnJuly 28, 2022, we entered into the 2022 Amendment Agreement with Hudson Bay to amend the January 2022 Purchase Agreement, the January2022 Note and the registration rights agreement entered into with Hudson Bay in connection with the January 2022 Purchase Agreement (the“2022 Registration Rights Agreement”). On January 6, 2023, we entered into the Second Amendment Agreement amending the January2022 Purchase Agreement, the January 2022 Note, January 2022 Warrant and the 2022 Registration Rights Agreement.

OnSeptember 14, 2022, the Company and Hudson Bay entered into the Waiver. Pursuant to the terms of the 2022 Amendment Agreement, the Waiver,and the Second Amendment Agreement, the conversion price of the balance of the January 2022 Note that remains was voluntarily adjustedto $10.00, the exercise price of the January 2022 Warrant was voluntarily adjusted to $0.001 and the number of shares of the Company’scommon stock issuable under the January 2022 Warrant was increased. In addition, the number of shares of our common stock issuable pursuantto the warrants issued to Palladium as a part of Palladium’s compensation for serving as exclusive placement agent in connectionwith the January 2022 Purchase Agreement was increased as a result of the Waiver, the 2022 Amendment Agreement and the Second AmendmentAgreement. The sale of securities under the Amendment Agreement, the Waiver and the Second Amendment Agreement was pursuant to Section4(a)(2) of the Securities Act.

Asof June 1, 2023, the Company had issued 804,333 shares of its common stock upon conversion of the January 2022 Noteand 920,000 shares of its common stock upon exercise of the January 2022 Warrant.

OnJanuary 26, 2022, we entered into an offering (the “Equity Private Placement”) with BHP Capital NY, Inc. forthe issuance of 30,000 shares of the Company’s common stock, and a warrant to purchase up to 30,000 sharesof our common stock with an exercise price of $400.00 per share of common stock (the “BHP Warrant”). The EquityPrivate Placement requires us to register the shares issued under the Equity Private Placement and the shares of stock underlyingthe BHP Warrant. The sale of securities under the BHP Offering was pursuant to Section 4(a)(2) of the Securities Act andRule 506(b) promulgated by the SEC thereunder.

Inconnection with the closing of the Equity Private Placement on May 20, 2022, we issued Palladium warrants exercisable into4,800 shares of our Common Stock as a part of Palladium’s compensation for serving as exclusive placement agent in connectionwith the Equity Private Placement pursuant to Section 4(a)(2) of the Securities Act.

Thenumber of shares of the Company’s common stockunderlying the BHP Warrant subsequently increased and the exercise price of the BHP Warrant was lowered to $0.05.In addition, The number of shares of our common stock issuable pursuant to the warrants issued to Palladium as a part of Palladium’scompensation for serving as exclusive placement agent in connection with the January 2022 Offering and the Equity Private Placement was increased as a resultof the Waiver, the 2022 Amendment Agreement, the Second Amendment Agreement, and the waiver entered into with Palladium(the “PCG Waiver”). The sale of securities under the Amendment Agreement, the Waiver, the Second Amendment Agreement, and the PCG Waiver was pursuant to Section 4(a)(2) of the Securities Act.

InFebruary 2022, we entered into to a Milestone Agreement (the “Emmersive Milestone Agreement”) with EmmersiveEntertainment, Inc. (“Emmersive”), and certain former shareholders of Emmersive (the “EmmersiveShareholders”, and together with Emmersive, the “Emmersive Parties”), in connection with a Termination andRelease Agreement between Emmersive, certain former shareholders of Emmersive, EVNT Platform, LLC and VINCO (the “EmmersiveRelease Agreement”). Under the Emmersive Milestone Agreement, in consideration for entering into the Emmersive ReleaseAgreement, we issued the Emmersive Parties 6,000 registered shares of our common stock. In addition, upon satisfyingcertain revenue milestones through September 30, 2024, we must issue up to 8,000 additional shares of our unregistered commonstock to the Emmersive Parties. The issuance of our unregistered shares under the Emmersive Milestone Agreement will be madepursuant to Section 4(a)(2) of the Securities Act.

OnMay 18, 2022, in connection with our spin-off and based upon Vinco warrants exercisable into Vinco common stock, we issued to CVI Investments,Inc. and Armistice Capital Master Fund Ltd. warrants exercisable into 10,000 and 6,000 shares, respectively, of our commonstock at an exercise price of $0.05 per share pursuant to Section 4(a)(2) of the Securities Act.

OnNovember 11, 2021, we entered into an Amendment Agreement (the “2021 Amendment Agreement”) by and among Vinco Ventures, Inc.,Hudson Bay and the Company. In connection with the 2021 Amendment Agreement on May 18, 2022, we issued to Hudson Bay and Palladium warrantsexercisable into 173,049 and 15,356 shares of our common stock, respectively, each with an exercise price of $0.05per share pursuant to Section 4(a)(2) of the Securities Act.

OnOctober 1, 2022, the Company closed the F8 Purchase Agreement. Pursuant to the terms of the F8 Purchase Agreement, the Company may issueshares of its common stock to the sellers under the F8 Purchase Agreement (the “Sellers”). The actual number of shares ofits common stock to be issued, if any, cannot be determined at this time, but could number at least 125,639 shares. On January18, 2023, the Company entered into a waiver agreement with the Sellers’ Representative (the “F8 Waiver Agreement”).Pursuant to the F8 Waiver Agreement, the Sellers agreed not to receive any shares of common stock until the earlier of (i) December31, 2023, and (ii) such time as the Company has authorized enough shares to (x) issue all shares of common stock issuable to the Sellerspursuant to the put right of certain preferred units, conversion of the Promissory Notes and any of the Ancillary Documents (as definedin the F8 Purchase Agreement) and (y) issue all shares of common stock issuable upon conversion or exercise of all notes and warrants,respectively, of the Company which are then issued and outstanding. The issuance of our unregistered shares under the F8 Purchase Agreementand F8 Waiver Agreement will be made pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated by the SEC thereunder.

OnMarch 15, 2023, we entered into the March 2023 Purchase Agreement with Hudson Bay for the issuance and sale of the March 2023 Note, currentlyconvertible into 2,763,545 March 2023 Note Shares and the March 2023 Warrant, currently exercisable into 2,763,545 March 2023 WarrantShares. We received total consideration of $5,000,000. The March 2023 Note is convertible at a price of $2.0101 per share, is immediatelyconvertible and may be converted at any point prior to the maturity date of January 15, 2024, however, unless and until shareholderapproval is obtained, Hudson Bay may not exercise the March 2023 Note to the extent that the issuance of March 2023 Note Shares wouldcause the total number of March 2023 Note Shares and March 2023 Warrant Shares issued to exceed the aggregate number of shares of commonstock which the Company may issue pursuant the rules or regulations of the Nasdaq Capital Market. The exercise price of the March 2023Warrant is $2.0101 per share. The exercise price of the March 2023 Warrant adjusts down to match the issuance price of common stock issuedby the Company at a lower price than the exercise price of the March 2023 Warrant or match the exercise or conversion price of convertiblesecurities issued by the Company. The March 2023 Warrant is exercisable from its issuance date, however, unless and until shareholderapproval is obtained, Hudson Bay may not exercise the March 2023 Warrant to the extent that the issuance of March 2023 Warrant Shareswould cause the total number of March 2023 Warrant Shares and March 2023 Note Shares issued to exceed the aggregate number of sharesof common stock which the Company may issue pursuant the rules or regulations of the Nasdaq Capital Market.

Aholder of the March 2023 Note or the March 2023 Warrant may not convert or exercise its March 2023 Note or March 2023 Warrant, as applicable,to the extent that the holder, together with its affiliates, would beneficially own more than 9.99% of our outstanding shares of commonstock immediately after conversion or exercise, as applicable, except that the holder may decrease or, upon at least 61 days’ priornotice from the holder to us, increase the beneficial ownership limitation of the number of shares of common stock outstanding immediatelyafter giving effect to the conversion or exercise, as applicable.

Palladiumserved as our exclusive placement agent in connection with the March 2023 Offering. Pursuant to our engagement letter with Palladium,we paid Palladium for acting as our exclusive placement agent in connection with the March 2023 Offering a total cash fee equal to $400,000.In addition, we issued to Palladium, or its designees, the SPA Palladium Warrants to purchase up to 221,084 shares of our common stockat an exercise price equal to $2.0101. The SPA Palladium Warrants contain terms identical in all material respects to the March 2023Warrant.

Item16. Exhibits and Financial Statement Schedules

(a)Financial Statements

Theinformation required by this item is contained under the sections of the prospectus entitled “Unaudited Pro Forma Combined FinancialStatements” and “Index to Financial Statements” (and the statements referenced therein). Those sections are incorporatedherein by reference.

(b)Exhibits

Thefollowing documents are filed as exhibits hereto:

Item17. Undertakings.

Theundersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securitiesoffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering rangemay be reflected in the form of prospectus filed with the Securities and Commission pursuant to Rule 424(b) if, in the aggregate, thechanges in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculationof Registration Fee” table in the effective registration statement.

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement orany material change to such information in the registration statement;

Provided,however, that:

Paragraphs(1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment bythose paragraphs is contained in reports filed with or furnished to the Securities and Commission by the registrant pursuant to section13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is containedin a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemedto be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shallbe deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at thetermination of the offering.

(4)The undersigned registrant hereby undertakes that:

(i)For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from a form of prospectusfiled as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrantpursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registrationstatement as of the time it was declared effective.

(ii)For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that containsa form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offeringof such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5)That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual reportpursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefitplan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in theregistration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offeringof such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controllingpersons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion ofthe Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is,therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrantof expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, theregistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriatejurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 andwill be governed by the final adjudication of such issue.

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe thatit meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf bythe undersigned, thereunto duly authorized, in the City of Safety Harbor, State of Florida, on June 2, 2023.

POWEROF ATTORNEY

Eachperson whose signature appears below hereby appoints each of Brian McFadden and Brett Vroman, severally, acting alone and without theother, his or her true and lawful attorney-in-fact, with full power of substitution, and with the authority to execute in the name ofeach such person, any and all amendments (including without limitation, post-effective amendments) to this registration statement onForm S-1, to sign any and all additional registration statements relating to the same offering of securities as this registration statementthat are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file such registration statements with the Securities andExchange Commission, together with any exhibits thereto and other documents therewith, necessary or advisable to enable the registrantto comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respectthereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the samedeems appropriate.

Pursuantto the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons inthe capacities and on the dates indicated.