8-K - PWDY - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of Report: March 31, 2025

POWERDYNE

INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-53259	20-5572576
(State<br> or Other Jurisdiction	(Commission	(I.R.S.<br> Employer
of<br> Incorporation)	File<br> Number)	Identification<br> No.)

45 Main Street North Reading, MA 601864

(Address of principal executive offices)

Registrant’s

telephone number, including area code:

(401) 739-3300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

If an emerging growth company, indicate by a 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 13(a) of the Exchange Act. ☐

Item5.03 Amendments to the Articles of Incorporation or Bylaws.

On March 25, 2025, The Delaware Secretary of State approved an amendment authorizing the Company to increase the number of authorized shares of common stock to three billion twenty million (3,020,000,000) shares, consisting of three billion (3,000,000,000) shares of common stock and twenty million (20,000,000) shares of preferred stock.

Section9 - Financial Statements and Exhibits

Item9.01 Financial Statements and Exhibits.

Exhibit No.	Description:
17.1	Certificate of amendment to the Certificate of Incorporation
104	Cover<br> Page Interactive Data File (formatted in iXBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

	POWERDYNE INTERNATIONAL, INC
Date:<br> March 31, 2025	By:	/s/ James O’Rourke
		James<br> O’Rourke
		Chief<br> Executive Officer

Exhibit 17.1