1606 CORP. Files for IPO, Eyes Up to $500M Raise

TL;DR

1606 CORP. is going public, aiming to raise up to $500M.

AI Summary

1606 CORP. filed an S-1 form on November 5, 2024, indicating plans for an initial public offering. The company, based in Phoenix, AZ, operates in the prepackaged software services sector. Key financial figures mentioned include potential offering amounts up to $500,000,000 and recent financial data for the period ending June 30, 2024.

Why It Matters

This S-1 filing signals 1606 CORP.'s intention to become a publicly traded company, which could provide significant capital for growth and change its ownership structure.

Risk Assessment

Risk Level: medium — As a company filing for an IPO, there is inherent risk associated with market reception and the company's ability to execute its business plan post-offering.

Key Numbers

• $500.0M — Potential Offering Size (Indicates the maximum capital the company aims to raise through the IPO.)
• $58.6M — Net Proceeds (Estimated) (Represents an estimated amount of net proceeds from the offering.)
• $75.5M — Gross Proceeds (Estimated) (Represents an estimated amount of gross proceeds from the offering.)
• $37.4M — Offering Expenses (Estimated) (Represents estimated expenses related to the offering.)

Key Players & Entities

• 1606 CORP. (company) — Filer of the S-1 document
• 2024-11-05 (date) — Filing date of the S-1
• $500,000,000 (dollar_amount) — Maximum potential offering size
• Phoenix, AZ (location) — Company's business address
• GHS Investments LLC (company) — Mentioned in relation to subsequent events

FAQ

Key Financial Figures

• $0.0001 — p to 29,876,884 shares of common stock, $0.0001 par value per share, of 1606 Corp. (the
• $20,000,000 — ed to provide the Registrant with up to $20,000,000 over a 24-month period after the effect
• $2.00 — the Market Price, subject to a floor of $2.00 per share, below which the Company cann
• $0.0136 — ted sale price for our common stock was $0.0136 per share. We will pay the expenses in

Filing Documents

• cbdw_s1.htm (S-1) — 1223KB
• cbdw_ex51.htm (EX-5.1) — 8KB
• cbdw_ex232.htm (EX-23.2) — 3KB
• cbdw_ex107.htm (EX-FILING FEES) — 17KB
• cbdw_s1img1.jpg (GRAPHIC) — 6KB
• cbdw_s1img2.jpg (GRAPHIC) — 7KB
• cbdw_ex51img1.jpg (GRAPHIC) — 7KB
• cbdw_ex232img3.jpg (GRAPHIC) — 6KB
• cbdw_ex232img4.jpg (GRAPHIC) — 13KB
• 0001477932-24-006883.txt ( ) — 4011KB
• onesix-20240630.xsd (EX-101.SCH) — 30KB
• onesix-20240630_lab.xml (EX-101.LAB) — 213KB
• onesix-20240630_cal.xml (EX-101.CAL) — 37KB
• onesix-20240630_pre.xml (EX-101.PRE) — 173KB
• onesix-20240630_def.xml (EX-101.DEF) — 108KB
• cbdw_s1_htm.xml (XML) — 429KB

USE OF PROCEEDS

USE OF PROCEEDS 20 DIVIDEND POLICY 20

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22 MANAGEMENT 26

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 29 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 30 LEGAL MATTERS 34 EXPERTS 34 WHERE YOU CAN FIND MORE INFORMATION 34 4 We have not authorized anyone to provide you with information other than that contained in this prospectus, or any free writing prospectus prepared by or on behalf of us or to which we have referred you. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby, or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. Neither we nor the underwriters take responsibility for and can provide no assurance as to the reliability of any other information that others may give you. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted. The information contained in this prospectus, or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction. 5 Ta

Risk Factors

Risk Factors See "Risk Factors" beginning on page 4 and the other information included in this prospectus. PLAN OF DISTRIBUTION The Selling Stockholder named above and any of their pledgees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on OTC Markets or any other stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling shares: ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker-dealer as principal and resale by the broker-dealer for its account; privately negotiated transactions; broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; or a combination of any such methods of sale. Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440. 8 Table of Contents

RISK FACTORS

RISK FACTORS You should carefully consider the risks described below as well as other information provided to you in this document, including information in the section of this document entitled "Information Regarding Forward Looking Statements." If any of the following risks actually occur, the Company's business, financial condition or results of operations could be materially adversely affected, the value of the Company's Common Stock could decline, and you may lose all or part of your investment. If any of the following risks were to develop, then our business, financial condition, results of operations and/or prospects could be materially adversely affected. If that happens, the market price of our Common Stock could decline, and investors may lose all or part of their investment. Risks Related to our Business Our business plan is speculative. Our planned businesses are speculative and subject to numerous risks and uncertainties. The burden of government regulation on CBD industry participants, including growers, suppliers and consumers (which all have an effect on our ability to implement our business plan), is uncertain and difficult to quantify. There is no assurance that we will ever earn revenue or a profit. There is no assurance that any of our research and development activities will result in any proprietary technology. We have developed and are in the process of launching an algorithm for the CBD market. Competitors may develop and sell superior products performing the same function, or industry participants may not accept or desire those products. We may not be able to protect our proprietary rights, if any, from infringement or theft by third parties. Government regulation may suppress or prevent marketing and sales of those products, even if they can be commercialized. We may have inadequate capital to successfully execute this aspect of our business plan. We may not be able to successfully compete against companies with substantially

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