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

TL;DR

**Avoid Seebeks Corp.'s penny stock offering; it's a high-risk, development-stage company with a going concern warning and no guaranteed market for its shares.**

AI Summary

Seebeks Corp., a Wyoming-incorporated development-stage technology company, filed an S-1/A Amendment 2 on December 18, 2025, to register 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, acquired its 'Seebeks' financial management software 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, Seebeks reported total assets of $45,212, total liabilities of $73,770, and a shareholder's deficit of $28,558. For the three months ended September 30, 2025, the company incurred a net loss of $22,681, with significant expenses including $12,000 in audit fees and $5,700 in consulting services. The offering is self-underwritten on a best-efforts basis by its sole director, Roman Chystiakov, who will own approximately 20% of outstanding common stock post-offering. The company faces substantial doubt about its ability to continue as a going concern, as noted by its independent auditor.

Why It Matters

This S-1/A filing reveals Seebeks Corp.'s attempt to raise capital through a penny stock offering, highlighting significant risks for potential investors, including the company's development stage, lack of operating history, and a 'going concern' audit opinion. The self-underwritten nature of the offering, with director Roman Chystiakov selling shares directly, raises questions about market access and liquidity, especially given the absence of a guaranteed market maker for OTCQB listing. Competitively, Seebeks aims to differentiate from traditional banking apps and accounting tools with its multi-source data and customizable analytics, but its ability to execute against established fintech players remains unproven given its limited resources and early stage.

Risk Assessment

Risk Level: high — The risk level is high due to several factors: the company is a 'development stage, Start-up Company' with 'limited operating activities' and 'no assurance that we will be successful in providing our services.' Its independent auditor issued an opinion expressing 'substantial doubt as to our ability to continue as a going concern' as of September 30, 2025, and the investment is 'irrevocable' once accepted, meaning investors 'may lose their entire investment.'

Analyst Insight

Investors should exercise extreme caution and likely avoid this offering. The 'high degree of risk' and 'complete loss of investment' warnings, coupled with the 'going concern' doubt and the 'penny stock' designation, indicate a speculative venture with significant downside. Only consider if you can afford a total loss and are comfortable with illiquidity.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

$45,212

total Debt

$73,770

net Income

-$22,681

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $120,000 — Maximum gross proceeds from offering (Assuming all 12,000,000 shares are sold at $0.01 each)
• $0.01 — Offering price per share (Fixed price for the 12,000,000 shares of common stock)
• 12,000,000 — Shares offered (Maximum number of common stock shares being registered for sale)
• $41,000 — Software acquisition cost (Total consideration paid for the 'Seebeks' software application)
• $28,558 — Shareholder's Deficit (As of September 30, 2025, indicating negative equity)
• $22,681 — Net Loss (For the three months ended September 30, 2025, reflecting operational expenses)
• 20% — Management ownership post-offering (Approximate controlling interest held by management after the offering)
• 3,000,000 — Shares outstanding pre-offering (Common stock shares held by Roman Chystiakov as of the filing date)
• $45,212 — Total Assets (As of September 30, 2025, including $38,951 in intangible assets)
• $73,770 — Total Liabilities (As of September 30, 2025, exceeding total assets)

Key Players & Entities

• Seebeks Corp. (company) — Registrant and issuer of common stock
• Roman Chystiakov (person) — Sole officer, director, and seller of shares in the offering
• SEC (regulator) — Securities and Exchange Commission
• FINRA (regulator) — Financial Industry Regulatory Authority
• MRKT Services LTD (company) — Seller of 'Seebeks' software to Seebeks Corp.
• Wyoming (regulator) — State of incorporation for Seebeks Corp.
• Barcelona, Spain (company) — Location of Seebeks Corp.'s executive and business office
• OTC Market (company) — Intended listing exchange for Seebeks Corp. common stock
• OTCQB (company) — Intended listing exchange for Seebeks Corp. common stock
• Jumpstart Our Business Startups Act (regulator) — Legislation defining 'Emerging Growth Company' status

FAQ

Risk Factors

• Substantial Doubt About Going Concern [high — financial]: The company's independent auditor has noted substantial doubt about Seebeks Corp.'s ability to continue as a going concern. This is primarily due to its development-stage status, limited operating history, and a significant shareholder's deficit of $28,558 as of September 30, 2025.
• Negative Equity and High Liabilities [high — financial]: As of September 30, 2025, Seebeks Corp. reported total liabilities of $73,770, which significantly exceed its total assets of $45,212, resulting in a shareholder's deficit of $28,558. This indicates a precarious financial position.
• Development Stage Company Risks [high — operational]: Seebeks Corp. is a development-stage technology company with limited operating history and no guarantee of future profitability or operational success. This status inherently carries significant risks related to product development, market acceptance, and achieving sustainable revenue.
• Significant Net Loss and High Operating Expenses [medium — financial]: For the three months ended September 30, 2025, the company incurred a net loss of $22,681. This loss was driven by substantial expenses, including $12,000 in audit fees and $5,700 in consulting services, highlighting high operational costs relative to its current stage.
• Jurisdictional Challenges for US Investors [medium — legal]: The company's headquarters, primary assets, and sole director are located in Spain, while it is 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 director.
• Limited Capital Raise [medium — financial]: The company aims to raise a maximum of $120,000 by selling 12,000,000 shares at $0.01 per share. This is a very small amount of capital for a development-stage technology company, potentially insufficient to fund operations and growth initiatives.
• Self-Underwritten Offering [low — operational]: The offering is self-underwritten by its sole director, Roman Chystiakov, who will own approximately 20% of the outstanding common stock post-offering. This structure may lack the robust oversight and market reach of a traditional underwritten offering.
• Intangible Asset Concentration [low — market]: As of September 30, 2025, intangible assets constitute $38,951 of the company's total assets of $45,212. This heavy reliance on intangible assets, specifically the 'Seebeks' software, means the company's value is heavily tied to the success and marketability of this single asset.

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 rapid technological advancements, increasing demand for user-friendly interfaces, and a focus on data security and compliance. Companies in this space often leverage cloud-based solutions and AI to offer personalized financial insights and automation.

Regulatory Implications

As a company seeking to register securities with the SEC, Seebeks Corp. must comply with U.S. federal securities laws. Its status as an Emerging Growth Company allows for certain regulatory relief, such as exemptions from specific financial disclosure requirements and auditor attestation on internal controls. However, the company must still adhere to ongoing reporting obligations once public.

What Investors Should Do

1. Thoroughly review the 'Risk Factors' section of the S-1/A filing.
2. Assess the viability of the 'Seebeks' software and its market potential.
3. Evaluate the sufficiency of the $120,000 capital raise.
4. Consider the implications of the self-underwritten offering and management ownership.

Key Dates

• 2025-03-11: Company Incorporation — Marks the official establishment of Seebeks Corp. as a legal entity in Wyoming.
• 2025-06-02: First Software Payment — Initial payment of $24,000 made towards the acquisition of the 'Seebeks' financial management software.
• 2025-06-25: Second Software Payment — Final payment of $17,000 made, completing the $41,000 acquisition of the 'Seebeks' software.
• 2025-09-30: Quarterly Financial Statement Date — Key financial snapshot showing total assets of $45,212, total liabilities of $73,770, and a shareholder's deficit of $28,558.
• 2025-12-18: S-1/A Amendment 2 Filing — Registration of up to 12,000,000 shares at $0.01 per share, aiming to raise up to $120,000, and providing updated financial and risk information.

Glossary

Development Stage Company

A company that has started to engage in business activities but has not yet generated significant revenue or achieved profitability. These companies often have limited operating history and are focused on product development and market entry. (Seebeks Corp. is explicitly identified as a development-stage company, indicating its early phase of operations and associated risks.)

S-1/A

An amendment to a registration statement filed with the U.S. Securities and Exchange Commission (SEC) on Form S-1. It is used to update or correct information previously filed or to provide additional disclosures before an initial public offering (IPO). (This filing indicates Seebeks Corp. is seeking to go public and is providing updated information to potential investors.)

Shareholder's Deficit

A negative amount of shareholders' equity, occurring when a company's total liabilities exceed its total assets. It signifies that the company owes more than it owns. (Seebeks Corp. has a shareholder's deficit of $28,558, highlighting its negative net worth.)

Going Concern

An assumption that a company will continue to operate for the foreseeable future, typically at least 12 months from the reporting date. If there is substantial doubt about a company's ability to continue as a going concern, it must be disclosed. (The independent auditor's note about substantial doubt regarding Seebeks Corp.'s ability to continue as a going concern is a critical risk factor.)

Best Efforts Basis

A type of securities offering where the underwriter agrees to sell as much of the offered securities as possible but is not obligated to purchase any unsold securities. It is less certain than a firm commitment underwriting. (The offering is self-underwritten on a best-efforts basis, meaning the sole director is responsible for selling the shares, with no guarantee of success.)

Emerging Growth Company

A designation under the JOBS Act for companies with less than $1.235 billion in annual gross revenue. These companies are allowed to take advantage of certain exemptions from reporting and compliance requirements. (Seebeks Corp. qualifies as an Emerging Growth Company, which impacts its disclosure obligations and regulatory requirements.)

Intangible Assets

Non-physical assets that have value, such as patents, copyrights, trademarks, and goodwill. In this case, it refers to the 'Seebeks' financial management software. (Intangible assets represent a significant portion ($38,951 out of $45,212) of Seebeks Corp.'s total assets as of September 30, 2025.)

Year-Over-Year Comparison

This is the first S-1/A filing for Seebeks Corp. as Amendment 2, indicating it is an early-stage company preparing for an IPO. Therefore, there are no prior year financial metrics or risk factors to compare against. The current filing details the company's initial financial position as of September 30, 2025, including a significant net loss and negative shareholder equity, and outlines the risks associated with its development stage and international operations.

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_s1a2.htm (S-1/A) — 659KB
• seebeks_ex2301.htm (EX-23.1) — 2KB
• image_001.jpg (GRAPHIC) — 11KB
• image_014.jpg (GRAPHIC) — 11KB
• 0001683168-25-009251.txt ( ) — 693KB

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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