Global-Smart.Tech Inc. Files S-1/A Amendment

TL;DR

GSTC filing update - looks like they're still pushing for that IPO. Keep an eye on it.

AI Summary

Global-Smart.Tech Inc. filed an S-1/A amendment on July 11, 2024, for its registration statement. The company, incorporated in Wyoming, operates in Finance Services and is associated with '09 Crypto Assets'. Yehor Rodin is listed as a contact person with a principal place of business in Tivat, Montenegro.

Why It Matters

This filing indicates Global-Smart.Tech Inc. is moving forward with its public offering plans, which could impact investors interested in the fintech and crypto asset sectors.

Risk Assessment

Risk Level: medium — The company is in the process of registering securities, which inherently carries risks related to market reception and regulatory approval.

Key Numbers

• 333-267740 — SEC File Number (Identifies this specific registration filing)
• 0001940243-24-000008 — Accession Number (Unique identifier for the filing)

Key Players & Entities

• Global-Smart.Tech Inc. (company) — Registrant
• Wyoming (location) — State of incorporation
• 09 Crypto Assets (company) — Associated business
• Yehor Rodin (person) — Contact person
• Tivat, Montenegro (location) — Principal place of business
• July 11, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — istration Fee Common Stock, par value $0.001 per share 5,000,000 $ 0.03 $ 15
• $0.03 — s will be offered at a fixed price of US$0.03 per share for a period not exceeding 34
• $5.00 — ty that has a market price of less than $5.00 per share, subject to certain exception
• $117,913 — 2024 we have an accumulated deficit of $117,913, and also had a net loss of $63,091 for
• $63,091 — of $117,913, and also had a net loss of $63,091 for the nine months ended February 29,

Filing Documents

• s1a3_gst.htm (S-1/A) — 660KB
• consent.htm (EX-23.1) — 2KB
• ex10_4.htm (EX-10.4) — 7KB
• image_001.gif (GRAPHIC) — 1KB
• image_001.jpg (GRAPHIC) — 7KB
• filename6.htm (CORRESP) — 34KB
• 0001940243-24-000008.txt ( ) — 717KB

Risk Factors

Risk Factors 15 The Offering 24 Cautionary Statement Regarding Forward-Looking Statements 26

Use of Proceeds

Use of Proceeds 30 Determination of Offering Price 32

Dilution

Dilution 33 Expenses of Registration 34 Dividend Policy 34 Plan of Distribution 35

Description of Securities

Description of Securities 39 Interest of Named Experts 43 Description of Business 43

Legal Proceedings

Legal Proceedings 49 Management’s Discussion and Analysis of Financial Condition and Results of Operations 50 Directors, Executive Officers, Promoters and Corporate Governance 58 Corporate Governance 60 Summary Compensation Table 64 Transactions with Related Persons, Promoters and Certain Control Persons 66 Disclosure of Commission Position on Indemnification of Securities Act Liabilities 67 Legal Matters 68 Available Information 68 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 69

Financial Statements

Financial Statements 70 Information Not Required in Prospectus 108

Signatures

Signatures 114 9 Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision. You should rely only on the information that we have provided in this prospectus. We have not authorized anyone to provide you with different information and you must not rely on any unauthorized information or representation. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. This document may only be used where it is legal to sell these securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus, or any sale of our common stock. Our business, financial condition and results of operations may have changed since the date on the front of this prospectus. We urge you to carefully read this prospectus before deciding whether to invest in any of the common stock being offered. GLOSSARY OF TERMS AND ABBREVIATIONS Throughout this prospectus, we use a number of industry terms and concepts which are defined as follows: • cloud rendering means the process of utilizing remote servers for performing rendering tasks, allowing for faster and more efficient rendering by leveraging the collective processing power of the cloud infrastructure; • rendering power means the computational capability of a cloud-based infrastructure to efficiently process and generate visual content, such as images and animations, from raw data or models; • equipment means the physical hardware components and resources utilized within data center to support rendering tasks. This includes graphics processing units (GPUs), central processing units (CPUs), DIMM, storage devices, cooling structures, monitors, graphics card frames. &bul

financial statements and related notes included elsewhere in this prospectus

financial statements and related notes included elsewhere in this prospectus. Our management has determined that it is in our best interests to become a reporting company under the Securities and Exchange Act of 1933 as amended (“Exchange Act”), and endeavor to establish a public trading market for our common stock on the OTCQB or OTCQX. Our management believes that establishing a public market: (i) will increase our profile as an active company, giving us greater identity and recognition; and (ii) will make it easier for us to attract capital, which we need to expand our business. There is no assurance that we will accomplish any of the foregoing goals and prospective investors are cautioned to carefully read the risk factors set forth herein prior to making an investment decision. 11 Our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities and commitments in the normal course of business for the foreseeable future. As of February 29, 2024 we have an accumulated deficit of $117,913, and also had a net loss of $63,091 for the nine months ended February 29, 2024. Abbreviations Unless the context otherwise requires, we use the terms “we”, “us,” “our,” “company,” and “corporation” in this prospectus to refer to Global-Smart.Tech, a Wyoming incorporated entity. Our Chief Executive Officer, Director, Mr. Rodin, Yehor Rodin is referred to herein as “Yehor Rodin”. Overview We are a start-up company incorporated on April 15, 2022. The Company began by providing leasing power to clients. Having identified a significant opportunity in the growing cloud rendering market, cloud rendering is now our primary business. Our core strengths lie in possessing video cards and equipment, allowing us to explore various avenues for development. Utilizing our existing equipment for cloud rendering en

Business

Business Investments in our securities involve a high degree of risk. The occurrence of one or more of the events or circumstances described in the Risk Factors section, alone or in combination with other events or circumstances, could have a material adverse effect on our business, financial condition, and results of operations. In this case, the trading price of our securities may decrease, and you may lose all or part of your investment. Such risks include, but are not limited to: - We are at an early stage of development in our new business venture of cloud rendering and currently have limited funding sources. - If we fail to effectively manage our growth, our business, financial condition and results of operations would be harmed. - We have an evolving business model which is subject to various uncertainties. - We may be unable to raise additional capital needed to grow our business. - We may not adapt adequately to rapidly evolving technologies, platforms, and regulations associated with cloud rendering, which could harm our business. - We cannot predict the outcome of litigation regarding our current and/or future business activities. An adverse decision could have a material negative effect on our business, financial condition, and results of operations. 14

RISK FACTORS

RISK FACTORS An investment in our securities involves a high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information contained or referred to in this prospectus, before making an investment decision concerning our securities. If any of the following events occur, our financial condition, business, and results of operations (including cash flows) may be materially adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose all or part of your investment. We are at an early stage of development in our new business venture of cloud rendering and currently have limited funding sources. As of the date of this prospectus, we have installed our rendering equipment. However, we are exposed to the risks and uncertainties associated with new ventures, including the challenges of developing, completing, and selling our services. Our limited history in this new business area makes it difficult to assess our prospects and future activities accurately. If we cannot increase our revenue, we will not be profitable and may be unable to continue our operations. Our cloud rendering business relies on video cards susceptible to price fluctuations due to supply and demand variations, new releases, and unforeseen events. Higher video card prices could strain margins or force service price increases. Rapid price changes make it difficult to optimize inventory levels. We are mitigating these risks by adapting purchasing strategies based on market conditions and improving efficiency to potentially reduce video card needs. In addition, the services we offer are subject to all business risks associated with new ventures. The likelihood of our success must be viewed in light of the challenges, costs, difficulties, complications, and delays frequently associated with business expansion, exposure to a competitive industry, and the continued development of adv

View Full Filing

View this S-1/A filing on SEC EDGAR