StageWise Strategies Corp. Files Amendment 4 to S-1 Registration Statement

TL;DR

StageWise Strategies Corp. has filed an S-1/A amendment, indicating progress towards a public offering as a smaller reporting and emerging growth company.

AI Summary

StageWise Strategies Corp. (STWI) filed a Amended IPO Registration (S-1/A) with the SEC on April 10, 2024. StageWise Strategies Corp. filed an S-1/A (Amendment 4) on April 10, 2024. The company is incorporated in Nevada with its fiscal year ending September 30. Its principal executive offices are located in Berlin, Germany. The filing indicates StageWise Strategies Corp. is a smaller reporting company and an emerging growth company. The proposed sale of securities is to commence as soon as practicable after the registration statement's effective date.

Why It Matters

For investors and stakeholders tracking StageWise Strategies Corp., this filing contains several important signals. This amendment signifies the company is moving forward with its registration process, potentially leading to a public offering of its securities. As a smaller reporting and emerging growth company, StageWise Strategies Corp. may benefit from certain regulatory accommodations, but also faces scrutiny regarding its readiness for public markets.

Risk Assessment

Risk Level: low — StageWise Strategies Corp. shows low risk based on this filing. The risk is low as this is a routine amendment to a registration statement, with no immediate financial or operational disclosures indicating significant changes.

Analyst Insight

Monitor for the effectiveness of the registration statement and subsequent disclosures regarding the public offering details.

Key Numbers

• 4 — Amendment Number (Amendment number to the S-1 registration statement)
• 0930 — Fiscal Year End (Fiscal year end date)
• 7374 — SIC Code (Standard Industrial Classification Code)

Key Players & Entities

• StageWise Strategies Corp. (company) — Registrant
• April 10, 2024 (date) — Filing date of Amendment 4
• Nevada (jurisdiction) — State of incorporation
• Berlin, Germany (location) — Principal executive offices
• Robert J. Zepfel (person) — Copy to counsel
• Haddan & Zepfel LLP (company) — Counsel for registrant

FAQ

Industry Context

The filing pertains to a company seeking to register securities for a public offering under the Securities Act of 1933.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public.

What Investors Should Do

1. Track the SEC's review process for the S-1/A filing.
2. Analyze future amendments for updated financial information and offering details.
3. Research the company's business model and market strategy once more information is available.

Key Dates

• 2024-04-10: Filing of S-1/A Amendment 4 — Indicates progress in the registration process for a potential public offering.

Year-Over-Year Comparison

This is Amendment 4 to the S-1 registration statement, indicating iterative updates and responses to SEC comments or company changes since the initial filing.

Key Financial Figures

• $0.001 — unt of Registration Fee Common stock, $0.001 par value per share 4,000,000 $0.03
• $0.03 — $0.001 par value per share 4,000,000 $0.03 $120,000 $17.71 Estimated solely f
• $120,000 — par value per share 4,000,000 $0.03 $120,000 $17.71 Estimated solely for the purp
• $17.71 — per share 4,000,000 $0.03 $120,000 $17.71 Estimated solely for the purpose of c
• $6,990 — orking capital deficit of approximately $6,990. The company's independent auditors hav
• $1,235,000,000 — our total annual gross revenue exceeds $1,235,000,000; (iii) the last day of the fiscal year
• $700.0 million — shares held by non-affiliates exceeded $700.0 million as of the last business day of the seco
• $1.0 billion — date on which we have issued more than $1.0 billion in non-convertible debt securities duri
• $250.0 million — o long as our public float is less than $250.0 million measured on the last business day of ou
• $100.0 million — ter, or our annual revenue is less than $100.0 million during the most recently completed fisc
• $700.0 million — year and our public float is less than $700.0 million measured on the last business day of ou
• $9,000 — related expenses will be approximately $9,000. For more information, see “Use
• $90,000 — he company, as needed, up to a total of $90,000 over the subsequent five years. We inte

Filing Documents

• stagewises_s1a4.htm (S-1/A) — 517KB
• consent.htm (EX-23.1) — 4KB
• image_001.gif (GRAPHIC) — 13KB
• filename4.htm (CORRESP) — 22KB
• 0001999261-24-000006.txt ( ) — 563KB

USE OF PROCEEDS

USE OF PROCEEDS 19 DETERMINATION OF THE OFFERING PRICE 22 DIVIDEND POLICY 22

DILUTION

DILUTION 22 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION PLAN OF OPERATION 24 26

BUSINESS

BUSINESS 30 MANAGEMENT 35 EXECUTIVE AND DIRECTOR COMPENSATION CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 36 36 37

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 38 PLAN OF DISTRIBUTION 41 LEGAL OPINION 43 EXPERTS 43 INTERESTS OF NAMED EXPERTS AND COUNSEL 43 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 43 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 43 WHERE YOU CAN FIND MORE INFORMATION 44

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS INFORMATION NOT REQUIRED IN PROSPECTUS 45 46

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 46

INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS 46

RECENT SALE OF UNREGISTERED SECURITIES

ITEM 15. RECENT SALE OF UNREGISTERED SECURITIES 47

EXHIBITS

ITEM 16. EXHIBITS 47

UNDERTAKINGS

ITEM 17. UNDERTAKINGS 47

SIGNATURES

SIGNATURES 50 Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is APRIL 10, 2024. 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “believe,” “estimate,” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, unc

Use of proceeds

Use of proceeds We estimate that the net proceeds from our issuance and sale of 4,000,000 shares of our common stock in this offering will be approximately $120,000, assuming an initial public offering price of $0.03 per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. In this regard, we estimate that our own offering related expenses will be approximately $9,000. For more information, see “Use of Proceeds” below. Securities Issued and Outstanding

Risk factors

Risk factors There are 4,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our Directors, Yuliia Zaporozhan and Victor Balan. If we are successful at selling all the shares in this offering, we will have 8,000,000 shares issued and outstanding immediately thereafter. 9 See the section titled “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock. 9 RISK RELATING TO FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements identified by terms such as “may,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “believe,” “estimate,” or the negative of these terms or other similar expressions. These statements represent our current expectations and estimates regarding future expenses, revenue, profitability, market trends, operating efficiencies, revenue opportunities, competitive positioning, and other relevant factors. While we base these expectations and estimates on reasonable assumptions and reliable data, they are subject to future risks and uncertainties that could significantly impact our actual performance. While we believe our assumptions are reasonable, they may prove inaccurate. Therefore, you should not treat these forward-looking statements as certain. Actual results may differ materially from what we anticipate due to various risks, uncertainties, or events that deviate from the assumptions underlying these statements. We do not commit to updating these forward-looking statements publicly, nor do we pledge to provide reasons for any material discrepancies between actual results and anticipated outcomes in these statements, even if new information becomes available in the future.

RISK FACTORS

RISK FACTORS Investing in our securities carries a substantial level of risk. Prior to making an investment decision, it is essential to carefully consider the specific risks outlined below. Should any of these risks and uncertainties materialize, it could have a significant adverse impact on our business, financial health, operational results, or future opportunities. This may result in a decline in the market price of our common stock, potentially leading to partial or total loss of your investment. Furthermore, there are additional risks and uncertainties that may currently be unknown to us or considered immaterial but have the potential to significantly and adversely affect our business, financial situation, operational outcomes, or future prospects. RISKS RELATED TO OUR BUSINESS AND OUR INDUSTRY Stagewise Strategies Corp. operates in a dynamic and rapidly evolving market, and we cannot guarantee the sustained success of our business or the execution of our business plan. Our strategic approach and solutions are part of a continuously evolving landscape, and the markets in which we operate, specifically in the Online Marketing or Digital Advertising industry, are subject to rapid change. Consequently, we must assess our prospects in light of the challenges, costs, and complexities frequently encountered by emerging companies in such swiftly evolving markets. We may encounter obstacles in achieving the following objectives, which could significantly impact our ability to implement our business plan: 10 -Establishing and maintaining broad market acceptance of our strategies and solutions, and effectively converting this acceptance into both direct and indirect sources of revenue. -Ensuring the adoption of our strategies and solutions across various environments, experiences, and device types. -Timely and successfully developing new strategies and solutions, while continuously enhancing the functionality and features of our existing offerings. -Develop

View Full Filing

View this S-1/A filing on SEC EDGAR