Tradewinds Universal Amends IPO Filing

TL;DR

Tradewinds Universal filed an S-1/A, still working on their IPO. Stay tuned.

AI Summary

Tradewinds Universal filed an S-1/A amendment on June 21, 2024, for its initial public offering under registration number 333-276233. The company, incorporated in Wyoming and based in Brea, California, operates in the Food & Kindred Products sector. This filing is an amendment to their previous registration, indicating ongoing efforts to go public.

Why It Matters

This S-1/A filing signifies Tradewinds Universal's continued progress towards becoming a publicly traded company, which could impact its access to capital and future growth strategies.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it represents a company in the process of going public, which inherently carries higher risks than established public companies.

Key Numbers

• 333-276233 — SEC Registration Number (Identifies the specific registration for Tradewinds Universal's IPO.)
• 20240621 — Filing Date (The date this amendment was officially submitted to the SEC.)

Key Players & Entities

• Tradewinds Universal (company) — Filer of the S-1/A
• 333-276233 (dollar_amount) — SEC registration number
• June 21, 2024 (date) — Filing date
• Wyoming (company) — State of incorporation
• Brea, CA (company) — Principal place of business
• FOOD & KINDRED PRODUCTS [2000] (company) — Standard Industrial Classification

FAQ

Key Financial Figures

• $0.01 — ice paid by the selling shareholders of $0.01 plus an increase based on the fact the
• $0 — 40 Total cash proceeds to the Company $0 Through this prospectus, we are regis
• $3,000 — rn rate is expected to be approximately $3,000 per month based on our current projecti
• $3,037 — ions. At March 31, 2024, we had cash of $3,037 and for the year ended December 31, 202
• $28,213 — ended December 31, 2023 we had cash of $28,213. At March 31, 2024, we had revenue of $
• $29,575 — 3. At March 31, 2024, we had revenue of $29,575 and at December 31, 2023, we had revenu
• $145,085 — at December 31, 2023, we had revenue of $145,085. At September 30, 2023, we had cash of
• $15,092 — . At September 30, 2023, we had cash of $15,092 and for the year ended December 31, 202
• $53,356 — ended December 31, 2022 we had cash of $53,356; At September 30, 2023, we had revenue
• $90,602 — t September 30, 2023, we had revenue of $90,602 and at December 31, 2022, we had revenu
• $46,098 — at December 31, 2022, we had revenue of $46,098. JOBS Act Recently the United State
• $1,000,000,000 — we have total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflatio
• $12,868,000 b — tock with an implied aggregate value of $12,868,000 based on our assumed offering price of $.
• $124,021 — h 31, 2024 our Stockholder's Equity was $124,021. At December 31, 2023 our Stockholder's
• $147,253 — r 31, 2023 our Stockholder's Equity was $147,253 and at September 30, 2023 our Stockhold

Filing Documents

• tradewinds_s1a.htm (S-1/A) — 823KB
• ex23x1.htm (EX-23.1) — 2KB
• image_001.jpg (GRAPHIC) — 62KB
• image_002.jpg (GRAPHIC) — 64KB
• image_003.jpg (GRAPHIC) — 1KB
• image_009.jpg (GRAPHIC) — 5KB
• image_010.jpg (GRAPHIC) — 51KB
• image_011.jpg (GRAPHIC) — 5KB
• image_012.jpg (GRAPHIC) — 1KB
• 0001079973-24-000929.txt ( ) — 1087KB

Use of Proceeds

Use of Proceeds 8 Determination of Offering Price 8

Dilution

Dilution 8 Selling Security Holders 9 Plan of Distribution 10

Description of Securities to be Registered

Description of Securities to be Registered 11 Interests of Named Experts and Counsel 12 Description of Business 12 Special Note Regarding Forwarding Looking Statements 19 Directors, Executive Officers, Promoters And Control Persons 20

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 22 Related Party Transactions 23 Disclosure Of Payment Of Services With Shares Of Common Stock 24 Disclosure Of Commission Position On Indemnification For Securities Act Liabilities 24 Report to Security Holders 25

Management's Discussion And Analysis Of Financial Condition And Results Of Operations

Management's Discussion And Analysis Of Financial Condition And Results Of Operations 26

Financial Statements

Financial Statements F-1 — F-40

Signatures

Signatures II-6 i PROSPECTUS SUMMARY Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense. You should read the following summary together with the more detailed information about our company and the common stock being registered in this offering and our financial statements and the notes to those statements included elsewhere in this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account. References in this prospectus to "we," "our," "us", "TU" and the "Company" refer to Tradewinds Universal Organizational History Tradewinds Universal (“TU”) was incorporated in Wyoming on December 28, 2021, for the purpose of developing, manufacturing, and distributing nutrient-based edible insect foods, including protein bars, shakes, and other nutrition foods/snacks and drinks: Universal Protein "'UP " aka UP Proteins . The company has also acquired a formula for developing, manufacturing, and distributing dog treats to alleviate pain. Introduction We have only an, approximately, twenty-four (24) months operating history. Our initial focus will be on the formulation, manufacturing, marketing, and distribution of Up Proteins nutrition products, including protein bars, powder, drinks, cookies, and other health-related products, each containing human-grade protein derived from insects (UP is an acronym for Universal Protein ). Company Assets The Company's principal assets ("Assets") consist of cash, and licensing rights. It is management's opinion that the assets it has, including cash, equipment, contracts, future revenue streams, rights and certain business concepts will adequately capitalize the Company for the next twelve (12)

Risk Factors

Risk Factors The securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See "Risk Factors." Common Stock Issued Before Offering 32,170,000 shares of our common stock are issued and outstanding as of the date of this prospectus. Common Stock Issued After Offering 32,170,000 shares of common stock with an implied aggregate value of $12,868,000 based on our assumed offering price of $.40 per share after the offering. Stockholder's Equity As of March 31, 2024 our Stockholder's Equity was $124,021. At December 31, 2023 our Stockholder's Equity was $147,253 and at September 30, 2023 our Stockholder's Equity was $85,735

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the common stock by the selling shareholders. Description of Selling Stockholders Through this prospectus, we are registering for resale 9,940,000 shares of common stock. The Company is authorized to issue 75,000,000 shares of common stock, par value .001 per share. At March 31, 2024 there were 32,170,000 shares of common stock issued and outstanding and at twelve months ended December 31, 2023 there were 32,170,000 shares of common stock issued and outstanding. The names and share amounts of the selling stockholders are set forth under "Selling Stockholders and Plan of Distribution" in this prospectus. None of the selling stockholders are officers, directors or 10% or greater stockholders of our company nor are any affiliated or associated with any broker-dealers. 4

RISK FACTORS

RISK FACTORS YOU SHOULD CAREFULLY CONSIDER THE POSSIBILITY THAT YOUR ENTIRE INVESTMENT MAY BE LOST. AS SUCH, YOU ARE ENCOURAGED TO EVALUATE THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING OUR COMMON STOCK. OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. ANY OF THE FOLLOWING RISKS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS, AND COULD RESULT IN COMPLETE LOSS OF YOUR INVESTMENT. We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company. We were incorporated in Wyoming on December 28, 2021. We have limited financial resources and only limited revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to fully meet our expenses and totally support our anticipated activities. All of our capital and assets have been provided by or acquired from our principal shareholders, revenues and through a Private Placement of the shares being registered. We estimate that we will have insufficient capital to operate for the next twelve (12) months without raising additional capital through equity or debt financing or the sales of additional licensing rights to our patents. We cannot assure you, however, that we will be able to sustain the business for the long term nor that we may not need to obtain additional capital in the future. We can also not assure you that we will be able to obtain any required financing on a ti

View Full Filing

View this S-1/A filing on SEC EDGAR