Thoughtful Media Group Inc. Amends S-1 Registration
Ticker: TMGX · Form: S-1/A · Filed: Sep 24, 2024 · CIK: 1991879
Sentiment: neutral
Topics: ipo, registration, sec-filing
TL;DR
TMGI filing updated, IPO process continues.
AI Summary
Thoughtful Media Group Inc. filed an S-1/A amendment on September 23, 2024, related to its registration statement (No. 333-281589). The filing, originating from Nevada, provides updated information for its public offering. The company's principal executive offices are located at 701 S. Carson Street, Suite 200, Carson City, NV 89701, with a business phone number of +66 80 305 8475.
Why It Matters
This S-1/A filing indicates an ongoing process for Thoughtful Media Group Inc. to become a publicly traded company, which could lead to increased liquidity and investment opportunities.
Risk Assessment
Risk Level: medium — As this is an S-1/A filing for a company going public, there is inherent risk associated with early-stage public offerings and market reception.
Key Numbers
- 33 — Public Document Count (Indicates the volume of documents associated with this filing.)
Key Players & Entities
- Thoughtful Media Group Inc. (company) — Registrant
- 333-281589 (dollar_amount) — Registration Number
- September 23, 2024 (date) — Filing Date
- 701 S. Carson Street, Suite 200, Carson City, NV 89701 (location) — Principal Executive Offices
- +66 80 305 8475 (phone_number) — Business Phone
FAQ
What is the purpose of this S-1/A filing?
This is an amendment to the Form S-1 registration statement, indicating updates or revisions to the initial filing for Thoughtful Media Group Inc.'s public offering.
When was this amendment filed?
The amendment was filed with the SEC on September 23, 2024.
What is the company's official name and state of incorporation?
The company's official name is Thoughtful Media Group Inc., and it is incorporated in Nevada.
Where are Thoughtful Media Group Inc.'s principal executive offices located?
The principal executive offices are located at 701 S. Carson Street, Suite 200, Carson City, NV 89701.
What is the SEC file number associated with this registration?
The SEC file number is 333-281589.
Filing Stats: 4,240 words · 17 min read · ~14 pages · Grade level 15.5 · Accepted 2024-09-24 06:21:36
Key Financial Figures
- $0.0001 — o 2,000,000 shares of the Common Stock, $0.0001 par value per share (“Common Stoc
- $4 — ffering price per share will be between $4 to $5. Currently, no public market exis
- $5 — g price per share will be between $4 to $5. Currently, no public market exists for
- $2,700,000 — Convertible Notes ” refers to the $2,700,000 principal amount of convertible notes p
- $1.50 — Common Stock at the conversion price of $1.50 per share upon the effectiveness of thi
- $1 — PHP: US$- 0.17091 , respectively, to US$1.00, the noon buying rate in effect as o
Filing Documents
- tmg090324forms1a.htm (S-1/A) — 1567KB
- ex10_5.htm (EX-10.5) — 64KB
- ex10_6.htm (EX-10.6) — 117KB
- ex10_7.htm (EX-10.7) — 118KB
- ex10_8.htm (EX-10.8) — 14KB
- ex10_9.htm (EX-10.9) — 14KB
- ex10_10.htm (EX-10.10) — 21KB
- ex10_11.htm (EX-10.11) — 119KB
- ex21_1.htm (EX-21.1) — 3KB
- ex99_1.htm (EX-99.1) — 28KB
- ex99_2.htm (EX-99.2) — 53KB
- ex99_3.htm (EX-99.3) — 44KB
- ex99_4.htm (EX-99.4) — 36KB
- ex99_5.htm (EX-99.5) — 40KB
- ex107.htm (EX-FILING FEES) — 16KB
- image_003.jpg (GRAPHIC) — 6KB
- image_004.jpg (GRAPHIC) — 77KB
- image_005.jpg (GRAPHIC) — 50KB
- image_006.jpg (GRAPHIC) — 27KB
- image_007.jpg (GRAPHIC) — 29KB
- image_007.gif (GRAPHIC) — 63KB
- image_008.jpg (GRAPHIC) — 27KB
- image_009.jpg (GRAPHIC) — 59KB
- image_010.jpg (GRAPHIC) — 36KB
- image_011.jpg (GRAPHIC) — 65KB
- image_011.gif (GRAPHIC) — 103KB
- image_012.jpg (GRAPHIC) — 69KB
- image_013.jpg (GRAPHIC) — 44KB
- image_014.jpg (GRAPHIC) — 40KB
- image_015.jpg (GRAPHIC) — 34KB
- image_016.jpg (GRAPHIC) — 34KB
- ex23_1.htm (EX-23.1) — 2KB
- image_017.jpg (GRAPHIC) — 15KB
- 0001607062-24-000251.txt ( ) — 3330KB
USE OF PROCEEDS
USE OF PROCEEDS 32 DIVIDEND POLICY 33 CAPITALIZATION 34
DILUTION
DILUTION 35 CORPORATE HISTORY AND STRUCTURE 36 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37 MANAGEMENT 76
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 81 PRINCIPAL STOCKHOLDERS 83 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 85
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF CAPITAL STOCK 86 SHARES ELIGIBLE FOR FUTURE SALE 90 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 91
UNDERWRITING
UNDERWRITING 95 LEGAL MATTERS 99 EXPERTS 99 WHERE YOU CAN FIND ADDITIONAL INFORMATION 99 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside of the United States. Copies of some of the documents referred to herein have been filed as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus under the heading “ Where You Can Find More Information .” Unless the context indicates otherwise, as used in this prospectus, “we,” “us,” “our,” “the Company,” “Thoughtful Media Group,” means Thoughtful Media Group, Inc., a Nevada corporation. i Conventions That Apply to This Prospect
Forward-looking statements
Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking fact or as guarantees or assurances of future performance. You should understand that many important factors, in addition to those discussed in this prospectus, could cause our results to differ materially from those expressed in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national, or global political, economic, business, competitive, market (supply and demand) and regulatory conditions identified under Risk Factors: Other sections of this prospectus describe additional risk factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management to predict all risk factors and uncertainties, nor are we able to assess the impact of all of these risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in any forward-looking Given these uncertainties, readers of this registration statement on Form S-1 are cautioned not to place undue reliance on such forward-looking statements. We dis