FreeCast, Inc. Files Amendment No. 1 to S-1 Registration Statement

TL;DR

<b>FreeCast, Inc. has filed an amendment to its S-1 registration statement, indicating a planned public offering of securities.</b>

AI Summary

FreeCast, Inc. (CAST) filed a Amended IPO Registration (S-1/A) with the SEC on January 5, 2024. FreeCast, Inc. filed Amendment No. 1 to its Form S-1 Registration Statement on January 5, 2024. The company is incorporated in Florida and its principal executive offices are located in Orlando, Florida. The filing is for a registration statement under the Securities Act of 1933. FreeCast, Inc. is identified as a smaller reporting company and an emerging growth company. The filing indicates the securities are to be offered on a delayed or continuous basis pursuant to Rule 415.

Why It Matters

For investors and stakeholders tracking FreeCast, Inc., this filing contains several important signals. This amendment signals FreeCast's intent to proceed with a public offering, which could provide capital for growth or operations. As a smaller reporting and emerging growth company, FreeCast may benefit from certain regulatory accommodations, but also faces scrutiny regarding its financial health and business prospects.

Risk Assessment

Risk Level: medium — FreeCast, Inc. shows moderate risk based on this filing. The company is filing an S-1/A, which is a registration statement for a public offering. The success of such an offering and the company's subsequent performance are subject to market conditions and the company's ability to execute its business plan, which carries inherent risks.

Analyst Insight

Monitor future filings for details on the offering size, pricing, and use of proceeds to assess the impact on FreeCast's capital structure and growth strategy.

Key Numbers

• 2024-01-05 — Filing Date (Amendment No. 1 filing date)
• 333-275508 — Registration Number (SEC registration number)
• 0630 — Fiscal Year End (Company's fiscal year end)
• 452787251 — IRS Number (Company's IRS employer identification number)

Key Players & Entities

• FreeCast, Inc. (company) — Registrant
• William A. Mobley, Jr. (person) — Chief Executive Officer
• Jeffery A. Bahnsen, Esq (person) — Agent for service
• Bahnsen Legal Group, PLLC (company) — Legal counsel
• Florida (location) — State of incorporation and business address
• Orlando (location) — Principal executive offices
• 333-275508 (other) — Registration number
• 1933 Act (regulatory) — Securities Act

Forward-Looking Statements

• FreeCast, Inc. will proceed with its public offering in the near future. (FreeCast, Inc.) — medium confidence, target: 2024-12-31

FAQ

Risk Factors

• Registration Statement Filing [medium — regulatory]: The company is filing an S-1/A, which is a registration statement for a public offering. The success of such an offering and the company's subsequent performance are subject to market conditions and the company's ability to execute its business plan, which carries inherent risks.

Industry Context

FreeCast, Inc. operates in the technology sector, specifically in computer processing and data preparation services, as indicated by its SIC code 7374.

Regulatory Implications

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

What Investors Should Do

1. Review the full S-1/A filing for details on the proposed securities, offering size, and use of proceeds.
2. Analyze FreeCast's financial statements and business description within the S-1/A to understand its operational status and growth potential.
3. Track future SEC filings for updates on the registration statement's effectiveness and the commencement of the public offering.

Key Dates

• 2024-01-05: Filing of Amendment No. 1 to Form S-1 — Indicates the company is actively pursuing a public offering.

Year-Over-Year Comparison

This is an amendment (S-1/A) to a previously filed registration statement, indicating updates or revisions to the initial filing.

Key Financial Figures

• $0.0001 — C. shares of common stock (par value, $0.0001) This prospectus relates to the regis
• $51,254,815 — 30, 2023, had an accumulated deficit of $51,254,815. Our independent auditors have raised s
• $1.07 billion — he earliest to occur of: our reporting $1.07 billion or more in annual gross revenues; our
• $1 billion — e, in a three-year period, of more than $1 billion in non-convertible debt; the end of t
• $700 million — on stock held by non-affiliates exceeds $700 million on the last business day of our second
• $1.55 — at a weighted average exercise price of $1.55 per share. 1,615,324 shares of common
• $2.00 — at a weighted average exercise price of $2.00 per share. 4,384,676 shares of common
• $0.25 — ember 30, 2023 at a conversion price of $0.25 per share. 2,366,355 shares of common

Filing Documents

• ea191202-s1a1_freecast.htm (S-1/A) — 1443KB
• ea191202ex5-1_freecast.htm (EX-5.1) — 7KB
• ea191202ex23-1_freecast.htm (EX-23.1) — 2KB
• ea191202ex-fee_freecast.htm (EX-FILING FEES) — 14KB
• image_001.jpg (GRAPHIC) — 11KB
• 0001213900-24-001312.txt (&nbsp;) — 1483KB

From the Filing

NO. 1 TO FORM S-1 As filed with the Securities and Exchange Commission on January 5, 2024 Registration No. 333-275508 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FREECAST, INC. (Exact name of registrant as specified in its charter) Florida 7990 45-2787251 (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. employer identification number) 6901 TPC Drive, Suite 200 Orlando, Florida 32822 (407) 374-1607 (Address, including zip code, and telephone number, including area code, of registrant&rsquo;s principal executive offices) William A. Mobley, Jr., Chief Executive Officer FreeCast, Inc. 6901 TPC Drive, Suite 200 Orlando, Florida 32822 (407) 374-1607 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Jeffery A. Bahnsen, Esq Bahnsen Legal Group, PLLC 131 NE 1st Avenue, Suite 100 Boca Raton, Florida 33432 (727) 888-3026 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of &ldquo;large accelerated filer,&rdquo; &ldquo;accelerated filer,&rdquo; &ldquo;smaller reporting company,&rdquo; and &ldquo;emerging growth company&rdquo; in Rule 12b-2 of the Exchange Act. Large Accelerated Filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The registrant hereby amends this registration specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Preliminary Prospectus dated [_______________], 2024 FREECAST, INC. shares of common stock (par value, $0.0001) This prospectus relates to the registration of the resale of up to 9,082,927 shares of our common stock by our shareholders identified in this prospectus (the &ldquo;Registered Shareholders&rdquo;). Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten on a firm-commitment basis by any investment bank. The Registered Shareholders may, or may not, elect to sell their shares of common stock covered by this prospectus, as and to the extent they may determine. If a Registered Shareholder utilizes a broker-dealer in the sale of the common stock being offered by this prospectus on the Nasdaq Capital Market, or Nasdaq, such broker-dealer may receive commissions in the form of discounts, concessions, or commissions. See &ldquo;Plan of Distribution.&rdquo; If the Registered Shareholders choose to sell their shares of common stock, we will not receive any proceeds from the sale of shares of common stock by the Registered Shareholders. No public market for our common stock currently exists. Further, the listing of our common stock on Nasdaq, without a firm-commitment underwritten offering, is a novel method for commencing public trading in shares of our common stock, and consequently, the trading volume and price of shares of our common stock may be more volatile t

View Full Filing

View this S-1/A filing on SEC EDGAR