KENILWORTH SYSTEMS CORP Files S-1 Registration Statement

TL;DR

<b>KENILWORTH SYSTEMS CORP has filed an S-1 registration statement with the SEC.</b>

AI Summary

KENILWORTH SYSTEMS CORP (GAMG) filed a IPO Registration (S-1) with the SEC on April 1, 2024. KENILWORTH SYSTEMS CORP filed an S-1 registration statement on April 1, 2024. The company was incorporated in Wyoming. Its principal business address is 721 Beach Street, Daytona Beach, FL 32114. The company has undergone name changes from SCHOOL FOR COMPUTER STUDIES INC and KENILWORTH RESEARCH & DEVELOPMENT CORP. The filing is for the Securities Act of 1933.

Why It Matters

For investors and stakeholders tracking KENILWORTH SYSTEMS CORP, this filing contains several important signals. This S-1 filing indicates the company is preparing for a public offering or significant corporate action requiring SEC disclosure. The historical name changes suggest a potential evolution in the company's business focus or strategy over time.

Risk Assessment

Risk Level: low — KENILWORTH SYSTEMS CORP shows low risk based on this filing. The filing is an S-1, which is a preliminary registration statement and does not contain detailed financial performance data or business operations information, making a definitive risk assessment difficult at this stage.

Analyst Insight

Monitor for subsequent filings (amendments to S-1, prospectuses) to understand the specifics of the offering and the company's financial health.

Key Numbers

• 333-278419 — SEC File Number (SEC file number for the registration statement)
• 84-1641415 — IRS Number (IRS number for the registrant)

Key Players & Entities

• KENILWORTH SYSTEMS CORP (company) — Filer name
• 2024-04-01 (date) — Filing date
• S-1 (registration_form) — Form type
• 721 BEACH STREET (address) — Business street address
• DAYTONA BEACH (address) — Business city
• FL (address) — Business state
• 32114 (address) — Business zip code
• 19791218 (date) — Date of name change

FAQ

Risk Factors

• Registration Statement Requirements [medium — regulatory]: The S-1 filing itself is a complex regulatory document requiring detailed disclosures about the company's business, financial condition, and management.

Industry Context

The filing is an S-1, which is a standard form for companies intending to offer securities to the public. This suggests Kenilworth Systems Corp is potentially moving towards an IPO or other public offering.

Regulatory Implications

The S-1 filing is governed by the Securities Act of 1933, requiring comprehensive disclosure to potential investors.

What Investors Should Do

1. Review the full S-1 filing for detailed business descriptions and risk factors.
2. Track amendments to the S-1 for updates on the offering details.
3. Research the company's industry and competitive landscape.

Key Dates

• 2024-04-01: S-1 Filing — Initial registration statement filed with the SEC.

Year-Over-Year Comparison

This is the initial S-1 filing, so there is no prior filing of this type to compare against.

Key Financial Figures

• $0.01 — 1,228 shares of common stock, par value $0.01 per share (the "Common Stock" and, such
• $0.19 — ed sales price for our Common Stock was $0.19 per share. An investment in our securi
• $300,000,000 — ecured Promissory Note in the amount of $300,000,000 to ACL Group, Inc. During the six-month
• $500,000.00 — recurring as a perpetual license fee of $500,000.00 paid per terms of invoice as well as 5,
• $137,250 — ovided by ACL's support team amount was $137,250. In January, 2023, the Company's manag
• $25,000 — dent of the Company, Dan W. Snyder, for $25,000 in consideration paid. Our executive o

Filing Documents

• kens_s1.htm (S-1) — 711KB
• kens_ex31.htm (EX-3.1) — 4KB
• kens_ex32.htm (EX-3.2) — 36KB
• kens_ex51.htm (EX-5.1) — 8KB
• kens_ex211.htm (EX-21.1) — 1KB
• kens_ex231.htm (EX-23.1) — 3KB
• kens_ex107.htm (EX-FILING FEES) — 16KB
• kenilworth_10kimg3.jpg (GRAPHIC) — 12KB
• kens_ex51img4.jpg (GRAPHIC) — 3KB
• kens_ex51img3.jpg (GRAPHIC) — 3KB
• kenilworth_10kimg4.jpg (GRAPHIC) — 2KB
• kens_ex31img6.jpg (GRAPHIC) — 49KB
• kens_ex31img5.jpg (GRAPHIC) — 65KB
• kens_ex31img4.jpg (GRAPHIC) — 78KB
• kens_ex31img3.jpg (GRAPHIC) — 149KB
• kens_ex31img2.jpg (GRAPHIC) — 169KB
• kens_ex31img1.jpg (GRAPHIC) — 119KB
• 0001477932-24-001667.txt (&nbsp;) — 2777KB
• kens-20231231.xsd (EX-101.SCH) — 15KB
• kens-20231231_lab.xml (EX-101.LAB) — 91KB
• kens-20231231_cal.xml (EX-101.CAL) — 21KB
• kens-20231231_pre.xml (EX-101.PRE) — 68KB
• kens-20231231_def.xml (EX-101.DEF) — 33KB
• kens_s1_htm.xml (XML) — 86KB

RISK FACTORS

RISK FACTORS 11 ACQUISITION OF REGENECELL, INC. PRIVATE PLACEMENTS OF SHARES OF COMMON STOCK 52 MARKET PRICE AND DIVIDEND INFORMATION 16

USE OF PROCEEDS

USE OF PROCEEDS 16

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 72

BUSINESS

BUSINESS 22 MANAGEMENT 24

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 26 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 26 SELLING STOCKHOLDERS 27 PLAN OF DISTRIBUTION 28

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 31 LEGAL MATTERS 32 EXPERTS 32 WHERE YOU CAN FIND MORE INFORMATION 32 INDEX TO FINANCIAL STATEMENTS F-1 4 Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using a "shelf" registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, offer and sell the securities described in this prospectus in one or more offerings. Information about the Selling Stockholders may change over time. This prospectus provides you with a general description of the shares the Selling Stockholders may offer. Each time the Selling Stockholders sell our shares of Common Stock using this prospectus, to the extent necessary and required by law, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the number of shares of Common Stock being offered, the manner of distribution, the identity of any underwriters or other counterparties and other specific terms related to the offering. The prospectus supplement may also add, update or change information contained in this prospectus. To the extent that any statement made in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement. You should read this prospectus and any applicable prospectus supplement before making an investment in shares of our Common Stock. See " Where You Can Find More Information " for more information. Neither we nor the Selling Stockholders have authorized anyone to give any information or to make any representation other than those contained in this prospectus. The Selling Stockholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where it is lawful to do so. We have not authorized anyone to provide

Use of Proceeds

Use of Proceeds We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale by the Selling Stockholders of the Common Stock.

Risk Factors

Risk Factors You should read the section titled " Risk Factors " located elsewhere in this prospectus for a discussion of the risks, uncertainties and other factors to consider carefully before deciding to invest in shares of our Common Stock. OTC Markets Pink Sheet symbol: Our Common Stock is listed on the OTC Markets Pink Sheets under the symbol "KENS." For additional information concerning the offering, see the section titled " Plan of Distribution ." 9 Table of Contents SUMMARY OF RISK FACTORS risks associated with the possible failure to realize certain anticipated benefits of the acquisition of a controlling interest in Regenecell, Inc., including with respect to future financial and operating results; the effect of the completion of the Merger on our business relationships, operating results and business generally; expectations regarding the strategies, prospects, plans, expectations and objectives of our management for future operations of the Company following the closing of the Regenecell, Inc. acquisition in September 2023; risks associated with our ability to manage expenses and unanticipated spending and costs that could reduce our cash resources; risks related to our ability to correctly estimate our operating expenses and other events; changes in capital resource requirements; unexpected costs, charges or expenses resulting from the expansion of Regenecell, Inc. business operations; legislative, regulatory, political, geopolitical and macroeconomic developments beyond our control, including inflationary pressures, general economic slowdown or a recession, high interest rates, changes in monetary policy, instability in financial institutions, the prospect of a shutdown of the U.S. federal government, the ongoing conflict in Ukraine, conflict in the Middle East and rising tensions between China and Taiwan; success in retaining, recruiting or changes in, our officers, key employees or directors; the liquidity and trading of our secur

View Full Filing

View this S-1 filing on SEC EDGAR