POWERDYNE
INTERNATIONAL INC.
45
Main Street
North
Reading, Massachusetts 01864
December
11, 2025
VIA
EDGAR
U.S.
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Matthew Derby
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Re: |
Powerdyne
International Inc. |
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|
Request
for Withdrawal of Registration Statement on Form S-1 (333-291750) |
Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Powerdyne International Inc.
(the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to
the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration
Statement on Form S-1 (File No. 333-291750), filed with the Commission on November 24, 2025, together with all exhibits thereto (collectively,
the “Registration Statement”).
At
this time, the Registrant believes that withdrawal of the Registration Statement is consistent with the public interest and the protection
of investors as contemplated by Rule 477 under the Securities Act. The Registration Statement was never declared effective. The Registrant
confirms that no securities have been sold pursuant to the Registration Statement.
The
Registrant requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with
the filing of the Registration Statement be credited for future use.
If
you have any further questions regarding this request for withdrawal, or if you require any additional information, please contact the
undersigned at (401) 739-3300 or William B. Barnett, Esq. at (818) 424-6567.
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Sincerely, |
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|
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Powerdyne
International Inc. |
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|
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By: |
/s/
James O’Rourke |
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Name: |
James
O’Rourke |
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Title: |
Chief
Executive Officer |
| cc: |
William
B. Barnett, Esq. |
