Tech Tonic Group Corp. Files S-1/A Amendment

TL;DR

Tech Tonic Group Corp. (fka Tech Tonic Corp.) filed S-1/A, prepping for public offering.

AI Summary

Tech Tonic Group Corp. filed an S-1/A amendment on August 27, 2024, to its registration statement. The company, formerly known as Tech Tonic Corp. until a name change on July 2, 2024, is incorporated in Wyoming and has its principal executive offices in Krefeld, Germany. The filing relates to a proposed public sale of securities.

Why It Matters

This S-1/A filing indicates Tech Tonic Group Corp. is moving forward with its plans to offer securities to the public, which could impact its capital structure and future operations.

Risk Assessment

Risk Level: medium — As a company undergoing a registration for public sale of securities, there are inherent risks associated with market reception and regulatory compliance.

Key Numbers

• 333-281124 — SEC File Number (Identifies the specific registration statement with the SEC.)

Key Players & Entities

• Tech Tonic Group Corp. (company) — Registrant
• Tech Tonic Corp. (company) — Former company name
• July 2, 2024 (date) — Date of name change
• August 27, 2024 (date) — Filing date
• Wyoming (jurisdiction) — State of incorporation
• Krefeld, Germany (location) — Principal executive offices
• 333-281124 (registration_number) — SEC registration number

FAQ

Key Financial Figures

• $0.05 — P. 4,000,000 SHARES OF COMMON STOCK $0.05 per share This is the initial offerin
• $10,000 — registration costs to be approximately $10,000. There is no minimum number of shares t
• $2,494 — r business plan, raised an aggregate of $2,494 through a private placement of our comm
• $50,000 — n of operations we require a minimum of $50,000 for the next twelve months as described
• $14,000 — cient revenue, we may need a minimum of $14,000 of additional funding to pay for ongoin
• $200,000 — s Prospectus is part. Gross Proceeds $200,000 Securities Issued and Outstanding: Th
• $5,000 — we had 2,000 in cash and liabilities of $5,000. As of this date, we have no income and

Filing Documents

• techtonic_s1a.htm (S-1/A) — 440KB
• techtonic_ex51.htm (EX-5.1) — 5KB
• techtonic_ex231.htm (EX-23.1) — 2KB
• techtonic_s1img3.jpg (GRAPHIC) — 24KB
• 0001477932-24-005298.txt ( ) — 481KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 13

USE OF PROCEEDS

USE OF PROCEEDS 13 DETERMINATION OF OFFERING PRICE 14

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 15 DESCRIPTION OF BUSINESS 19

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 24 DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 24

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 26 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 26

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 27 PLAN OF DISTRIBUTION 27

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 29 INDEMNIFICATION 30 INTERESTS OF NAMED EXPERTS AND COUNSEL 31 EXPERTS 31 AVAILABLE INFORMATION 31 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 31 INDEX TO THE FINANCIAL STATEMENTS 32 We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You should not rely on any unauthorized information. This prospectus is not an offer to sell or buy any shares in any state or other jurisdiction in which it is unlawful. The information in this prospectus is current as of the date on the cover. You should rely only on the information contained in this prospectus. 4 | Page Table of Contents PROSPECTUS SUMMARY As used in this prospectus, unless the context otherwise requires, "we," "us," "our," and "Tech Tonic Group Corp." Refers to Tech Tonic Group Corp. The following summary does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common stock. TECH TONIC GROUP CORP. Tech Tonic Group Corp. was incorporated in Wyoming on July 24, 2023. We are a startup company in the software and mobile application development industries. We intend to use the net proceeds from this offering to develop our business operations (See "Description of Business" and "Use of Proceeds"). To implement our plan of operations we require a minimum of $50,000 for the next twelve months as described in our Plan of Operations. There is no assurance that we will generate any substantial revenue in the first 12 months after completion our offering or ever generate substantial revenue. Being a development stage company, we have very limited operating history. If we do not generate sufficient revenue, we may need a minimum of $14,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arra

Risk Factors

Risk Factors See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. 5 | Page Table of Contents There is no assurance that we will raise the full $200,000 as anticipated and there is no guarantee that we will receive any proceeds from the offering. SUMMARY FINANCIAL INFORMATION The tables and information below are derived from our audited financial statements for the period from July 24, 2023 (Inception) to June 30, 2024: Financial Summary June 30, 2024 ($) (Audited) Cash and Deposits 2,000 Total Assets 2,000 Total Liabilities 5,000 Total Stockholder's Equity (Deficit) (3,000 ) Accumulated from July 24, 2023 (Inception) to June 30, 2024 ($) (Audited) Total Expenses 5,494 Net Loss for the Period (5,494 )

RISK FACTORS

RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment. Risks related to our business Because our auditors have raised a going concern, there is a substantial uncertainty that we will continue operations in which case you could lose your investment. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment. 6 | Page Table of Contents We are a development stage company and have commenced limited operations in our business. We expect to incur significant operating losses for the foreseeable future. We were incorporated on July 24, 2023 and to date have been involved primarily in organizational activities. We have commenced limited business operations. Accordingly, we have no way to evaluate the likelihood that our business will be successful. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient

View Full Filing

View this S-1/A filing on SEC EDGAR