Seebeks Corp. Seeks $120K in Penny Stock IPO Amid Going Concern Doubts

TL;DR

**Avoid Seebeks Corp.'s penny stock offering; the 'going concern' warning and high-risk profile make it a speculative gamble with a high probability of complete loss.**

AI Summary

Seebeks Corp., a Wyoming-incorporated development-stage technology company, filed an S-1/A to offer up to 12,000,000 shares of common stock at $0.01 per share, aiming to raise up to $120,000. The company, headquartered in Barcelona, Spain, provides a financial management software platform available as a web-based application and an optional local installation for businesses. On May 26, 2025, Seebeks Corp. acquired the 'Seebeks' software from MRKT Services LTD for $41,000, with payments of $24,000 made on June 2, 2025, and $17,000 on June 25, 2025. As of September 30, 2025, the company reported $38,951 in intangible assets and $4,659 in cash, with a net loss of $22,681 for the three months ended September 30, 2025. Expenses included $5,700 for consulting, $1,500 for legal fees, and $12,000 for audit fees. The company has a shareholder's deficit of $28,558 and its independent auditor expressed substantial doubt about its ability to continue as a going concern. Management, specifically Roman Chystiakov, will own approximately 20% of outstanding common stock post-offering, maintaining a controlling interest.

Why It Matters

This S-1/A filing reveals Seebeks Corp.'s attempt to raise capital through a highly speculative penny stock offering, which carries significant risks for investors due to the company's development stage, lack of operating history, and 'going concern' warning from its auditor. The offering's 'best efforts' and 'self-underwritten' nature, with director Roman Chystiakov selling shares, raises questions about distribution effectiveness and investor protection. For employees (currently only one director), the success of this offering is critical for future operations, while customers of the Seebeks platform face uncertainty regarding the company's long-term viability. In the competitive financial management software market, Seebeks' limited capital and early stage put it at a severe disadvantage against established players.

Risk Assessment

Risk Level: high — The risk level is high due to the company's 'development stage' status, 'limited operating activities' since its March 11, 2025 incorporation, and the independent auditor's 'substantial doubt as to our ability to continue as a going concern.' Furthermore, the offering is for 'penny stock' at $0.01 per share, and the company has a shareholder's deficit of $28,558 as of September 30, 2025.

Analyst Insight

Investors should exercise extreme caution and likely avoid this offering. The 'going concern' warning, penny stock classification, and the fact that the sole director is self-underwriting the offering indicate a highly speculative investment with a significant risk of capital loss. Conduct thorough due diligence beyond this filing if considering any investment.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$22,681

eps

N/A

gross Margin

N/A

cash Position

$4,659

revenue Growth

N/A

Key Numbers

• $120,000 — Maximum Gross Proceeds (Targeted capital raise from the offering of 12,000,000 shares at $0.01 each.)
• $0.01 — Price Per Share (Fixed offering price, classifying the stock as a 'penny stock'.)
• $22,681 — Net Loss (Reported for the three months ended September 30, 2025, indicating early operational losses.)
• $28,558 — Shareholder's Deficit (As of September 30, 2025, highlighting negative equity.)
• $41,000 — Software Acquisition Cost (Paid to MRKT Services LTD for the 'Seebeks' software.)
• 20% — Management Ownership (Approximate ownership of outstanding common stock by management post-offering, representing a controlling interest.)
• 3,000,000 — Shares Issued and Outstanding (Held solely by Roman Chystiakov prior to the offering.)
• 365 days — Offering Duration (Period for which shares will be offered, extendable by 90 days.)
• $4,659 — Cash Balance (As of September 30, 2025, indicating limited liquidity.)
• $12,000 — Audit Fees (Significant expense for a development-stage company for the three months ended September 30, 2025.)

Key Players & Entities

• Seebeks Corp. (company) — Registrant and issuer of common stock
• Roman Chystiakov (person) — Officer, director, and sole seller of shares in the offering
• MRKT Services LTD (company) — Seller of the 'Seebeks' software application
• SEC (regulator) — Securities and Exchange Commission
• FINRA (regulator) — Financial Industry Regulatory Authority
• $120,000 (dollar_amount) — Maximum aggregate net proceeds from the offering
• $0.01 (dollar_amount) — Fixed price per share for common stock
• $41,000 (dollar_amount) — Total consideration for software acquisition
• $22,681 (dollar_amount) — Net loss for the three months ended September 30, 2025
• $28,558 (dollar_amount) — Shareholder's deficit as of September 30, 2025

FAQ

Risk Factors

• Development Stage and Lack of Profitability [high — operational]: Seebeks Corp. is a development-stage company with limited operating history and no guarantee of future profitability. This early stage presents significant uncertainty regarding the company's ability to achieve operational success and generate sustainable revenue.
• Going Concern Uncertainty [high — financial]: The company's independent auditor has expressed substantial doubt about its ability to continue as a going concern. This is supported by a shareholder's deficit of $28,558 and a net loss of $22,681 for the three months ended September 30, 2025, with only $4,659 in cash.
• Jurisdictional Challenges for US Investors [medium — legal]: The company's headquarters, assets, and sole director are located in Spain, while incorporated in Wyoming. This creates difficulties for U.S. investors in serving process and enforcing judgments under U.S. federal securities laws against the company and its non-U.S. resident officers and directors.
• Limited Cash Position [high — financial]: As of September 30, 2025, Seebeks Corp. had a cash balance of only $4,659. This limited liquidity raises concerns about the company's ability to fund its operations and meet its short-term obligations, especially given the ongoing losses.
• Penny Stock Offering [medium — financial]: The offering price of $0.01 per share classifies the stock as a 'penny stock.' Such stocks are typically highly speculative, volatile, and subject to significant price fluctuations, increasing the risk of substantial investment loss for investors.
• Software Acquisition and Intangible Assets [medium — operational]: The company acquired its 'Seebeks' software for $41,000, resulting in $38,951 in intangible assets as of September 30, 2025. The valuation and future performance of this acquired asset are critical to the company's business model.
• Emerging Growth Company Status [low — regulatory]: Seebeks Corp. qualifies as an Emerging Growth Company, allowing for reduced reporting requirements. While beneficial for the company, this may lead to less transparency for investors regarding executive compensation and financial reporting standards.
• High Audit Fees Relative to Revenue [medium — financial]: The company incurred $12,000 in audit fees for the three months ended September 30, 2025. This represents a significant expense for a development-stage company with minimal cash and no reported revenue, impacting its burn rate.

Industry Context

Seebeks Corp. operates in the financial management software sector, a competitive landscape with established players and emerging fintech solutions. The industry is characterized by a strong demand for cloud-based and AI-driven tools that enhance efficiency and provide actionable insights for businesses. Companies in this space often focus on user experience, data security, and integration capabilities to differentiate themselves.

Regulatory Implications

As a company incorporated in Wyoming and operating from Spain, Seebeks Corp. faces potential complexities in complying with U.S. securities laws and facilitating legal recourse for U.S. investors. Its status as an Emerging Growth Company also means it benefits from reduced regulatory disclosure requirements, which could impact transparency for potential investors.

What Investors Should Do

1. Thoroughly review the 'Risk Factors' section, paying close attention to the going concern uncertainty and jurisdictional challenges.
2. Assess the company's ability to execute its business plan and generate revenue post-offering, given its development-stage status and limited cash.
3. Understand the implications of investing in a 'penny stock' and the potential for high volatility and loss of investment.
4. Evaluate the management's controlling interest (approximately 20%) and its implications for corporate governance and shareholder influence.

Key Dates

• 2025-03-11: Seebeks Corp. was incorporated — Marks the official establishment of the company.
• 2025-05-26: Acquisition of 'Seebeks' software — The company acquired its core asset from MRKT Services LTD for $41,000.
• 2025-06-02: First payment for software acquisition — Initial $24,000 payment made towards the software purchase.
• 2025-06-25: Second payment for software acquisition — Final $17,000 payment made, completing the software acquisition.
• 2025-09-30: Quarterly financial reporting date — As of this date, the company reported $4,659 cash, $38,951 in intangible assets, and a net loss of $22,681 for the quarter.

Glossary

Development-stage company

A company that has a plan or program to commence a business but has not yet established a product or service for sale. It typically has minimal assets and no significant revenue. (Seebeks Corp. is in this stage, indicating it is pre-revenue and focused on developing its software platform.)

S-1/A

An amendment to a registration statement filed with the U.S. Securities and Exchange Commission (SEC) for the purpose of registering securities for public sale. (This filing indicates Seebeks Corp.'s intention to offer its shares to the public.)

Emerging Growth Company

A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. These companies are allowed to take advantage of certain exemptions from various reporting requirements. (Seebeks Corp. qualifies for this status, which allows for reduced disclosure obligations.)

Going Concern

A business's ability to continue operating for the foreseeable future without the threat of liquidation. An auditor's statement about substantial doubt indicates significant financial instability. (The auditor's doubt about Seebeks Corp.'s going concern status is a major red flag for investors.)

Shareholder's Deficit

Occurs when a company's total liabilities exceed its total assets, resulting in negative equity. (Seebeks Corp. has a shareholder's deficit of $28,558, indicating its liabilities outweigh its assets.)

Intangible Assets

Non-physical assets that have value, such as patents, copyrights, and goodwill. In this case, it refers to the acquired software. (The company has $38,951 in intangible assets, primarily from the software acquisition.)

Penny Stock

A stock that typically trades for less than $5 per share, often associated with small companies and high risk. (The offering price of $0.01 per share clearly categorizes Seebeks Corp. stock as a penny stock.)

Year-Over-Year Comparison

As this is an S-1/A filing, there is no prior comparable filing to assess year-over-year changes in metrics like revenue growth or margin changes. The filing represents the initial public offering attempt for Seebeks Corp., a development-stage company. New risks identified in this filing primarily revolve around its early operational stage, limited financial resources, and jurisdictional complexities for U.S. investors.

Key Financial Figures

• $0.01 — TO 12,000,000 SHARES OF COMMON STOCK AT $0.01 PER SHARE NO MINIMUM This is the in
• $120,000 — are for aggregate net proceeds of up to $120,000, assuming that the entire offering is c
• $1.235 billion — which our annual gross revenues exceed $1.235 billion; - the date we become a “large
• $700 million — that is held by non-affiliates exceeds $700 million as of the last business day of our most
• $1 billion — date on which we have issued more than $1 billion in non-convertible debt during the prev
• $41,000 — s clients, for a total consideration of $41,000 (forty-one thousand U.S. dollars). Th
• $24,000 — stages: · The first payment of $24,000 (twenty-four thousand U.S. dollars) mus
• $17,000 — 2025; · The second payment of $17,000 (seventeen thousand U.S. dollars) must
• $38,951 — , 2025, our financial statements report $38,951 in intangible assets (purchase of the s
• $4,659 — e assets (purchase of the software) and $4,659 in cash. For the three months ended Sep
• $22,681 — s ended September 30, 2025 net loss was $22,681 consisting of $5,700 consulting service
• $5,700 — 2025 net loss was $22,681 consisting of $5,700 consulting services, $534 bank service
• $534 b — nsisting of $5,700 consulting services, $534 bank service charges, $2,049 depreciation
• $2,049 — ng services, $534 bank service charges, $2,049 depreciation expense, $1,500 legal fees
• $1,500 — e charges, $2,049 depreciation expense, $1,500 legal fees, $12,000 audit fees and $989

Filing Documents

• seebeks_s1a1.htm (S-1/A) — 574KB
• seebeks_ex1002.htm (EX-10.2) — 17KB
• seebeks_ex2301.htm (EX-23.1) — 2KB
• image_013.jpg (GRAPHIC) — 11KB
• image_014.jpg (GRAPHIC) — 11KB
• 0001683168-25-008803.txt ( ) — 625KB

RISK FACTORS

RISK FACTORS 5 Risks Associated With Our Company 5 Risks Associated With This Offering 10

USE OF PROCEEDS

USE OF PROCEEDS 14 DETERMINATION OF OFFERING PRICE 15 DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES 15 PLAN OF DISTRIBUTION 16 Offering will be Sold by Our Officer and Director 16 Terms of the Offering 16 Penny Stock Rules 17 Market Information 17 Deposit of Offering Proceeds 17 Procedures for and Requirements for Subscribing 17

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 18 INTEREST OF NAMED EXPERTS AND COUNSEL 19 DESCRIPTION OF OUR BUSINESS 19 DESCRIPTION OF PROPERTY 31

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 31 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 31 MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 34 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 38 DIRECTOR, EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSON 38

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT 41 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 41 INDEMNIFICATION 42 AVAILABLE INFORMATION 42

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 42 i SEEBEKS CORP. Avda. Diagonal, 571 Planta 2, 08029 Barcelona, Spain +1(307)6551002 PROSPECTUS SUMMARY This summary provides an overview of certain information contained elsewhere in this Prospectus and does not contain all of the information that you should consider or that may be important to you. Before making an investment decision, you should read the entire Prospectus carefully, including the “Risk Factors” section and the financial statements and the notes to the financial statements. In this Prospectus, the terms the “Company,” “we,” “us” and “our” refer to Seebeks Corp., unless otherwise specified herein. EMERGING GROWTH COMPANY STATUS Seebeks Corp. qualifies as an “Emerging Growth Company” as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). As an Emerging Growth Company, we are permitted to take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not Emerging Growth Companies. These exemptions include, but are not limited to: - exemption from the requirement to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002; - reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; - exemptions from certain financial disclosure requirements, including not being required to comply with any new or revised financial accounting standards until those standards would otherwise apply to private companies. We will continue to be an Emerging Growth Company until the earliest of: - the end of the fiscal year in which our annual gross revenues exceed $1.235 billion; - the date we become a “large accelerated filer,” which means the market value of our common equit

RISK FACTORS

RISK FACTORS An investment in our common stock involves a high degree of risk and should be considered speculative. Before deciding to invest in the shares offered by this prospectus, you should carefully evaluate all of the information contained herein, including the financial data, business model, industry overview, and the risk factors discussed below. Investing in Seebeks Corp. involves a number of significant risks that could adversely affect our business, financial condition, results of operations, and future growth prospects. These risks should be considered alongside the opportunities our business seeks to pursue. Our company is in the development stage, with limited operating history and no guarantee of future profitability or operational success. The following risk factors are intended to highlight the most significant known risks associated with our business and the market in which we intend to operate. However, the list is not exhaustive. There may be additional risks and uncertainties that we are not currently aware of, or that we currently deem immaterial, which could also materially and adversely impact our business, operations, or the value of our common stock. If any of the risks discussed below—or any unexpected developments not presently known—materialize, our business, operating results, or financial position could be severely harmed. In such a scenario, the market price of our common stock (should it ever become tradable) could decline substantially, and investors may lose all or part of their investment. RISKS ASSOCIATED TO OUR BUSINESS BECAUSE OUR COMPANY’S HEADQUARTER, ASSETS AND DIRECTOR ARE IN OTHER COUNTRY, INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST THE COMPANY AND ITS NON-U.S. RESIDENT OFFICER AND DIRECTOR. Although Seebeks Corp. is incorporated in the State of Wyoming, our executive office, primary asse

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