Global-Smart.Tech Inc. Files 5th Amendment to S-1/A

TL;DR

GSTK filing update: 5th amendment to S-1/A, still prepping for IPO. Watch this space.

AI Summary

Global-Smart.Tech Inc. filed an S-1/A amendment on September 6, 2024, for its registration statement under the Securities Act of 1933. The company, incorporated in Wyoming with its principal executive offices in Tivat, Montenegro, is registering securities for sale. This amendment is the fifth to their initial filing, indicating ongoing adjustments to their public offering plans.

Why It Matters

This S-1/A filing signifies that Global-Smart.Tech Inc. is actively working towards a public offering of its securities, which could impact its future funding and market presence.

Risk Assessment

Risk Level: medium — As a company undergoing an S-1/A registration, it is in the process of going public, which inherently carries risks related to market reception and regulatory compliance.

Key Numbers

• Amendment No. 5 — Filing Amendment Count (Indicates multiple revisions to the registration statement.)
• 333-267740 — SEC File Number (Unique identifier for the company's SEC filings.)

Key Players & Entities

• Global-Smart.Tech Inc. (company) — Registrant
• Wyoming (location) — State of incorporation
• Tivat, Montenegro (location) — Principal executive offices
• Yehor Rodin (person) — Contact person for principal executive offices
• Best Wyoming Registered Agent LLC (company) — Agent for service
• September 6, 2024 (date) — Filing date of the amendment

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
• $146,231 — 2024 we have an accumulated deficit of $146,231, and also had a net loss of $91,409 for
• $91,409 — of $146,231, and also had a net loss of $91,409 for the year ended May 31, 2024 . 9 A

Filing Documents

• s1amend5_gst.htm (S-1/A) — 530KB
• ex23.htm (EX-23.1) — 2KB
• consent.htm (EX-23.2) — 2KB
• ex10_5.htm (EX-10.5) — 9KB
• image_001.gif (GRAPHIC) — 1KB
• image_001.jpg (GRAPHIC) — 7KB
• filename7.htm (CORRESP) — 8KB
• 0001940243-24-000012.txt ( ) — 564KB

Risk Factors

Risk Factors 13 The Offering 22 Cautionary Statement Regarding Forward-Looking Statements 24

Use of Proceeds

Use of Proceeds 28 Determination of Offering Price 30

Dilution

Dilution 31 Expenses of Registration 32 Dividend Policy 32 Plan of Distribution 33

Description of Securities

Description of Securities 37 Interest of Named Experts 41 Description of Business 41

Legal Proceedings

Legal Proceedings 47 Management’s Discussion and Analysis of Financial Condition and Results of Operations 48 Directors, Executive Officers, Promoters and Corporate Governance 56 Corporate Governance 58 Summary Compensation Table 62 Transactions with Related Persons, Promoters and Certain Control Persons 64 Disclosure of Commission Position on Indemnification of Securities Act Liabilities 65 Legal Matters 66 Available Information 66 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 67

Financial Statements

Financial Statements 68 Information Not Required in Prospectus 81

Signatures

Signatures 86 7 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.

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. 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 May 31, 2024 we have an accumulated deficit of $146,231, and also had a net loss of $91,409 for the year ended May 31, 2024 . 9 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 ensures efficient r

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 adve

View Full Filing

View this S-1/A filing on SEC EDGAR