Industry Trend - Solar and wind companies are exploring a new type of insurance to mitigate financial impact from unpredictable weather [1]

As filed with the Securities and Exchange Commission on August 19, 2025 Registration No. 333-289293 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 N2OFF, INC. (Exact name of registrant as specified in its charter) (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Nevada 2000 26-4684680 HaPardes 134 (M ...

Environmental Concerns & Climate Change - The industry acknowledges climate change as a major environmental problem and one of the greatest challenges facing humanity [3][4][5] - Scientific data leaves no room for doubt regarding climate change, with the global average temperature having increased by over 2 degrees Fahrenheit (more than 1 degree Celsius) [8][10] - The increase in temperature is primarily due to human activity [11] - Sea levels are rising, as demonstrated by various climate organizations [12] Renewable Energy & Industry Efforts - In 2024, clean energy sources surpassed 40% of global electricity production, including 15% from wind and solar, 14% from hydroelectric, and other clean energy sources [14] - Fossil fuels still constitute 59% of global electricity generation, but their share fell below 60% for the first time since the 1940s [15] - The International Energy Agency (IEA) forecasts that in 2025, all clean energy sources combined will exceed lignite (brown coal) in production [16] - Every kilowatt-hour of energy produced globally is becoming cleaner [17] Challenges & Future Outlook - Current efforts are insufficient to halt climate change, and none of the goals set in the 2015 Paris Agreement are achievable with the current rate of energy transition by 2050 [18] - The industry emphasizes the need for decisive action to limit the impacts of climate change and invest in a sustainable future [22][23]

Energy Potential - Solar power from North African deserts could potentially supply 40 times the world's electricity demand [1] - Even a small area of Spain could generate enough solar power to supply all of Europe [1]

Core Points - Enbridge Inc. announced that none of its outstanding Cumulative Redeemable Preference Shares, Series 15 will be converted into Series 16 Shares on September 1, 2025 [1] - Less than 1,000,000 Series 15 Shares required for conversion were tendered by the August 18, 2025 deadline [2] Company Overview - Enbridge connects millions to energy through its North American natural gas, oil, and renewable power networks, as well as a growing European offshore wind portfolio [3] - The company is investing in modern energy delivery infrastructure and has over a century of experience in conventional energy and two decades in renewable power [3] - Enbridge is advancing technologies such as hydrogen, renewable natural gas, and carbon capture and storage [3]

Company Overview - Civ Robotics 是一家位于加利福尼亚的公司，专注于开发用于精确标记的四轮机器人 Civot [2] - Civot 机器人每天可以标记高达 3000 个布局点，精度高达 8 毫米 [2] - Civ Robotics 已经部署超过 100 台机器人 [4] Technology and Efficiency - Civot 机器人可以在崎岖地形和恶劣天气下工作 [2] - 使用 Civot 机器人后，每天可以完成约 1250 个桩位标记，而传统方法每天只能完成 250-350 个 [4] - 使用 Civot 机器人可以节省时间和金钱，省去熟练测量员的需求 [2][3] Market and Application - Civ Robotics 的机器人主要应用于可再生能源公司，但也应用于石油和天然气行业 [4] - Civ Robotics 正在与 Becktel 合作进行多个太阳能项目 [4] - Civ Robotics 的技术与在足球场和高速公路上进行标记的其他机器人技术不同，更适用于太阳能行业在崎岖地形上的扩展需求 [5] Funding and Investment - Civ Robotics 获得了 Ali Corp、FF Venture Capital、Bobcat Company、New Fund Capital、Trimble Ventures 和 Converge 的支持 [5] - 迄今为止，Civ Robotics 的总融资额为 1250 万美元 [5]

Virtual Power Plant (VPP) Performance - California Powerwall fleet is delivering on the promise of virtual power plants [1] - Projected net savings for Californians is $206 million by 2028 [1] - VPP delivered 539 MW in a single event, enough to power half of San Francisco's peak demand [1] Grid Support - VPP provides 1 GW+ of grid support, doubling capacity to match a natural gas plant [1]

Core Insights - Shoals Technologies Group, Inc. has announced the groundbreaking of the Maryvale Solar and Energy Storage Project, marking a significant milestone in renewable energy infrastructure in Australia [1][4] - The project aims to deliver approximately 243 MW of solar generation capacity and 172 MW of battery storage, contributing to Australia's ambitious target of generating 82% of its electricity from renewable sources by 2030 [2][4] - The collaboration with PCL Construction and Gentari highlights the integration of advanced electrical balance-of-system solutions to enhance the efficiency and reliability of renewable energy delivery [3][4] Company Overview - Shoals Technologies Group is recognized as a leader in electrical balance of systems (EBOS) solutions for the energy transition market, focusing on innovative technologies that improve installation efficiency and system performance [5] - The company has been operational since 1996 and has established itself as a key player in the renewable energy industry [5] Project Details - The Maryvale project is one of Australia's largest DC-coupled solar and battery energy storage systems, designed to enhance grid reliability and enable long-duration clean energy delivery [2][4] - Construction has commenced, with commercial operations expected to begin in early 2027, further supporting Australia's renewable energy targets [4]

Core Insights - Houston American Energy Corp. (HUSA) and Abundia Global Impact Group (AGIG) have appointed Nexus PMG as the Engineering and Service provider for the development of AGIG's Plastics Recycling Facility and Innovation Hub in Baytown, TX [1][2] - Nexus PMG will provide front-end engineering and project de-risking services, which are expected to accelerate the project's development [2] - The partnership aims to create advanced technology solutions for the renewable energy industry, focusing on reducing plastic waste and advancing decarbonization in fuels and chemicals [3] Company Overview - Houston American Energy Corp. is an independent energy company with a diversified portfolio in both conventional and renewable sectors, actively expanding into high-growth segments [4] - In July 2025, HUSA acquired AGIG, which specializes in converting waste plastics into low-carbon fuels and chemical feedstocks, reflecting HUSA's commitment to sustainable energy solutions [4] - The strategic acquisition positions HUSA to capitalize on emerging opportunities in sustainable fuels and energy transition technologies [4] Nexus PMG Overview - Nexus PMG focuses on providing advisory services to infrastructure investors, delivering technical, operational, and financial diligence on projects aimed at reducing carbon intensity [5] - The firm offers end-to-end services within targeted sectors, including development, preliminary engineering, and operational readiness [5]

Summary of Key Points from the Conference Call Industry Overview - The focus is on the US power sector, particularly in relation to Green Capital Expenditures (Capex) and renewable energy projects, specifically solar and wind [1][8][17]. Core Insights and Arguments - **Bullish Outlook on Green Capex**: The company maintains a positive outlook on US power sector Green Capex, estimating it to reach $2.0 trillion from 2023 to 2032, despite changes in federal incentives [1][18]. - **IRS Guidance Impact**: New IRS guidance allows solar and wind projects to qualify for federal incentives if construction begins before specific deadlines, which is expected to support continued growth in utility-scale solar and onshore wind developments [1][8][10]. - **Investment Opportunities**: The company identifies attractive investment opportunities in the power and water infrastructure supply chain, particularly in companies like First Solar, GE Vernova, MasTec, Quanta Services, Xcel Energy, and Xylem [2][11]. - **Power Demand Growth**: The Utilities team projects a 2.5% annual growth in power demand through 2030, driven by factors such as aging infrastructure and the need for resiliency against extreme weather events [5][17]. - **Reliability Imperative**: There is a growing recognition of the need for reliable power and water supply, which is expected to drive investments in infrastructure to mitigate risks associated with climate change and aging systems [19][20]. Additional Important Content - **Investment Trends**: The overall Green Capex is projected to be robust at around $3 trillion from 2023 to 2032, although this is a 15% decrease from previous estimates due to shifts in focus and external factors [18][29]. - **Sector Resilience**: Despite changes in incentives, the company does not foresee a significant impact on overall power demand or sourcing, indicating resilience in the sector [17][24]. - **Long-term Energy Mix**: The company anticipates a shift towards renewables and battery storage in the near term, with natural gas playing a significant role in the medium term and nuclear energy in the long term [32][42]. - **Cost Implications**: The levelized cost of energy is expected to rise as renewable incentives expire, which may affect the economics of various energy sources [35][38]. Conclusion - The US power sector is poised for significant investment and growth in Green Capex, driven by regulatory support, rising demand, and the need for infrastructure resilience. Key players in the market are expected to benefit from these trends, despite some challenges posed by changing incentives and cost structures.