As filed with the Securities and Exchange Commission on December 5, 2023.

Registration No. 333–62208

Registration No. 333-111951

Registration No. 333-133593

Registration No. 333-149669

Registration No. 333-152544

Registration No. 333-163205

Registration No. 333-180519

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO:

FORM S-8 REGISTRATION STATEMENT NO. 333-62208

FORM S-8 REGISTRATION STATEMENT NO. 333-111951

FORM S-8 REGISTRATION STATEMENT NO. 333-133593

FORM S-8 REGISTRATION STATEMENT NO. 333-149669

FORM S-8 REGISTRATION STATEMENT NO. 333-152544

FORM S-8 REGISTRATION STATEMENT NO. 333-163205

FORM S-8 REGISTRATION STATEMENT NO. 333-180519

UNDER THE SECURITIES ACT OF 1933

Orbital Infrastructure Group, Inc.

(Exact name of registrant as specified in its charter)

Texas	84-1463284
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5444 Westheimer Road, Suite 1650 Houston, TX	77056 (Zip Code)
(Address of Principal Executive Officers)

James F. O’Neil, Chief Executive Officer

5444 Westheimer Road

Suite 1650

Houston, TX 77056

(Name and address of agent for service)

(832) 467-1420

(Telephone number, including area code, of agent for service)

Copies to:

Rosebud Nau, Esq.

Haynes and Boone, LLP

2801 N. Harwood Street

Suite 2300

Dallas, Texas 75201

(214) 651-5000

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

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

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

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment is being filed by Orbital Infrastructure Group, Inc. (the “Company”) to deregister all securities remaining unsold or otherwise unissued under the following Registration Statements on Form S-8 (the “Registration Statements”) previously filed by the Company with the Securities and Exchange Commission (the “SEC”). Note that the share numbers listed below do not take into account corporate actions, such as reverse stock splits, taken in the interim:

●          Registration Statement No. 333-62208, pertaining to the registration of 600,000 shares of common stock and 1,000,0000 shares of common stock issuable upon exercise of warrants, which was filed with the SEC on June 4, 2001;

●          Registration Statement No. 333-111951, pertaining to the registration 1,280,000 shares of common stock, which was filed with the SEC on January 15, 2004;

●          Registration Statement No. 333-133593, pertaining to the registration of 2,000,000 shares of common stock, which was filed with the SEC on April 27, 2006;

●          Registration Statement No. 333-149669, pertaining to the registration of 5,540,485 shares of common stock issuable upon exercise of warrants, which was filed with the SEC on March 12, 2008;

●          Registration Statement No. 333-152544, pertaining to the registration of 1,500,000 shares of common stock, which was filed with the SEC on July 25, 2008;

●          Registration Statement No. 333-163205, pertaining to the registration of 1,500,000 shares of common stock, which was filed with the SEC on November 19, 2009; and

●          Registration Statement No. 333-180519, pertaining to the registration of 50,750 of common stock, which was filed with the SEC on April 2, 2012.

As previously disclosed, on August 23, 2023, the Company and certain of its subsidiaries filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption “In re: Orbital Infrastructure Group, Inc., et al.,” Case No. 23-90763. On November 28, 2023, the Bankruptcy Court entered its order confirming the Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation of Orbital Infrastructure, Inc. et al (the “Confirmed Plan”). The Company expects the Confirmed Plan to become effective on December 6, 2023.

In connection with the foregoing, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of each offering, the Company hereby removes from registration any and all securities of the Company registered but unsold under the Registration Statements, if any, as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 5, 2023.

Orbital Infrastructure Group, Inc.
By:	/s/ James F. O’Neil
	Name: James F. O’Neil
	Title: Chief Executive Officer