Powerdyne International, Inc S-1/A, filed Jul 30, 2026
Powerdyne International, Inc. (PWDY)
As filed with the U.S. Securities and Exchange Commission on July 30, 2026
Commission File No. 333-297705
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
POWERDYNE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 3621 | 20-5572576 | ||
| (State or jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification No.) |
45 Main Street
North Reading, MA 01864
Telephone: (401) 739-3300
(Address, including zip code, telephone number, including area code, and email address of registrant’s principal executive offices)
Incserv. (USA)
3500 S. Dupont Highway
Dover, Delaware 19901
Telephone: (302) 645-7400
(Name, address, including zip code, telephone number, including area code, and email address of agent for service)
Copy To:
William B. Barnett, Esq.
Barnett & Linn
60 Kavenish Drive
Rancho Mirage, California 92270
Telephone: (818) 424-6567
Email:wbarnet@wbarnettlaw.com
As soon as practicable after the effective date of this registration statement.
(Approximate date of commencement of proposed sale to the public)
| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: | ☒ |
| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. | ☐ |
| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. | ☐ |
| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. | ☐ |
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large, accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
| Emerging growth company | ☒ |
| If an emerging growth company, indicate by 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 7(a)(2)(B) of the Securities Act | ☐ |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay the effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Powerdyne International, Inc. is filing this Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-297705) (the “Registration Statement”) as an exhibit-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, and the filed Exhibit 5.1. The remainder of the Registration Statement is unchanged and has been omitted.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
*Filed Herewith
**Previously Filed
| II-1 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Reading, State of MA, on July 30, 2026.
| Powerdyne International, Inc. | ||
| By: | /s/ Tony Carchide | |
| Name: | Tony Carchide | |
| Title: | President and Director | |
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Tony Carchide | President and Director | July 30, 2026 | ||
| Name: Tony Carchide | (Principal Executive Officer) and Interim Chief | |||
| Financial Officer(Principal Accounting and Financial Officer) |
Exhibit 5.1
| BARNETT & LINN | ||||
| ATTORNEYS AT LAW | ||||
| 60 Kavenish Drive ● Rancho Mirage, CA 92270 | ||||
| www.barnettandlinn.com | ||||
| WILLIAM B. BARNETT | Telephone: 442-599-1299 | |||
| Attorney/Principal | wbarnett@wbarnettlaw.com | |||
| July 30, 2026 |
Board of Directors
Powerdyne International, Inc.
45 Main Street
North Reading, MA 01864
Gentlepersons:
We have acted as counsel to Powerdyne International, Inc., a Delaware corporation (the “Company”) in connection with the Registration Statement on Form S-1 (the “Registration Statement “) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of the resale of up to 203,551,136 shares of Common Stock consisting of (i) 200,000,000 shares of Common Stock to be issued to an institutional investor pursuant to an Equity Financing Agreement dated June 23, 2026 (ii) 3,551,136 shares of Common Stock to be issued upon exercise of warrants to the institutional investor having an initial exercise price of $0.01 per share, subject to adjustment, in accordance with that certain Common Stock Purchase Warrant dated April 22, 2026. The investor warrants may be exercised at any time and are subject to adjustment pursuant to the terms therein. This opinion letter is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K.
In connection with this opinion letter, we have examined such certificates, documents and records and have made such examination of law as we have deemed appropriate in order to enable us to render the opinion set forth herein. In conducting such investigation, we have relied, without independent verification, on certificates of officers of the Company, public officials and other appropriate persons.
The opinion expressed below is limited to the Delaware Corporation Code.
Based upon and subject to the foregoing, we are of the opinion that the shares and warrants are duly and validly issued, fully paid and non-assessable.
Based upon and subject to the foregoing, we are of the opinion that the shares underlying the warrants, when issued and delivered by the Company upon exercise of the warrants by the institutional investor, pursuant to the terms of the warrants, will be duly and validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption “Legal Matters” In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, | |
| /s/ Barnett & Linn | |
| Barnett & Linn |