Powerdyne International (PWDY) updates S-1 with exhibit-only amendment

Rhea-AI Filing Summary

Powerdyne International, Inc. filed Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-297705) as an exhibit-only update. The amendment adds a legal opinion as Exhibit 5.1 and leaves the remainder of the Registration Statement unchanged and omitted from this document.

The updated exhibit index lists key corporate and financing documents, including an Equity Financing Agreement and a Registration Rights Agreement dated June 30, 2025, a Placement Agent Agreement with Icon Capital Group, an extension letter with GFS dated July 1, 2026, and a Common Stock Purchase Warrant dated April 22, 2026.

Filing Explained

The July 30 amendment keeps the offering in registration rather than showing a completed sale: effectiveness is delayed until a further amendment or SEC action, and S-1 registration alone does not sell securities, so this filing establishes no issuance, proceeds, or dilution.

Key Figures

Commission File Number: 333-297705 Prior S-1 file number referenced: 333-172509 I.R.S. Employer Identification Number: 20-5572576 +5 more

8 metrics

Commission File Number 333-297705 File number for Powerdyne International, Inc. Registration Statement on Form S-1

Prior S-1 file number referenced 333-172509 File number for earlier Form S-1 referenced in several incorporated exhibits

I.R.S. Employer Identification Number 20-5572576 I.R.S. Employer Identification No. for Powerdyne International, Inc.

Equity Financing Agreement date June 30, 2025 Date of Equity Financing Agreement listed as Exhibit 10.1

Registration Rights Agreement date June 30, 2025 Date of Registration Rights Agreement listed as Exhibit 10.2

Common Stock Purchase Warrant date April 22, 2026 Date of warrant listed as Exhibit 10.5

Extension Letter date July 01, 2026 Date of Extension Letter between GFS and the registrant listed as Exhibit 10.4

Amendment signature date July 30, 2026 Date the registrant signed Amendment No. 1 to Form S-1

Key Terms

Registration Statement on Form S-1, Equity Financing Agreement, Registration Rights Agreement, Placement Agent Agreement, +2 more

6 terms

Registration Statement on Form S-1 regulatory

"Powerdyne International, Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-1"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

Equity Financing Agreement financial

"10.1 | Equity Financing Agreement (previously filed as Exhibit 10.1)"

An equity financing agreement is a legal contract in which a company raises cash by selling ownership stakes (shares) to investors under specific terms such as price, number of shares and investor rights. It matters to investors because it provides funds for growth or operations but also reduces each existing owner’s percentage of the company and can change share price and voting power—like slicing a cake into more pieces to bring in money.

Registration Rights Agreement financial

"10.2 | Registration Rights Agreement (previously filed as Exhibit 10.2)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Placement Agent Agreement financial

"10.3** | Placement Agent Agreement with Icon Capital Group"

Common Stock Purchase Warrant financial

"10.5** | Common Stock Purchase Warrant Dated April 22,2026"

A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.

Inline XBRL technical

"101.INS | Inline XBRL Instance Document and related taxonomy extension documents"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

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FAQ

What is the purpose of Powerdyne International (PWDY)'s Amendment No. 1 to its Form S-1?

Amendment No. 1 is an exhibit-only update to Powerdyne International’s Form S-1. It adds a legal opinion as Exhibit 5.1 and updates the exhibit index, while stating that the remainder of the Registration Statement is unchanged and therefore not repeated.

Which key agreements are listed as exhibits in Powerdyne International (PWDY)'s S-1 amendment?

The exhibit list includes an Equity Financing Agreement and Registration Rights Agreement dated June 30, 2025, a Placement Agent Agreement with Icon Capital Group, an extension letter with GFS dated July 1, 2026, and a Common Stock Purchase Warrant dated April 22, 2026.

Does Powerdyne International (PWDY)'s S-1 Amendment No. 1 change previously disclosed offering or business information?

The amendment states that the remainder of the Registration Statement is unchanged and has been omitted. This indicates that the amendment does not revise the earlier S-1 disclosure, focusing instead on updating and filing specific exhibits such as the new legal opinion.

What new legal documents are filed with Powerdyne International (PWDY)'s S-1 Amendment No. 1?

The amendment files a Legal Opinion as Exhibit 5.1. It also identifies a Consent of Law Firm as Exhibit 23.2, which is included within Exhibit 5.1, aligning the legal documentation with the company’s pending registration of its securities.

Who signed Powerdyne International (PWDY)'s S-1 Amendment No. 1 and in what capacity?

The amendment is signed on behalf of the company by Tony Carchide, serving as President and Director, Principal Executive Officer, and Interim Chief Financial Officer (Principal Accounting and Financial Officer), in North Reading, Massachusetts, on July 30, 2026.

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

3.1	Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of Form S-1 (File No. 333-172509) filed with the SEC on February 28, 2011.
3.2	Amended By-laws (Incorporated by reference to Exhibit 3.2 of Form S-1 (File No. 333-172509) filed with the SEC on February 28, 2011.
3.3	Certificate of Merger (Incorporated by reference to Exhibit 3.3 of Form S-1 (File No.: 333-172509) filed with the SEC on February 28, 2011)
3.4	Certificate of Amendment to the Certificate of Incorporation (Incorporated by reference to Exhibit 3.4 of Form S-1 (File No.: 333-172509) filed with the SEC on February 28, 2011)
3.5	Certificate of Amendment to the Certificate of Incorporation (Incorporated by reference to Exhibit 3.5 of Form S-1 (File No.: 333-172509) filed with the SEC on February 28, 2011)
4.1	Stock Option Plan (Incorporated by reference to Exhibit B to DEF Schedule 14-C (File No. 000-53259) filed with the SEC on January 22, 2015)
5.1*	Legal Opinion
10.1	Equity Financing Agreement (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K dated June 30, 2025
10.2	Registration Rights Agreement (previously filed as Exhibit 10.2 to the Registrant’s Form 8-K dated June 30, 2025
10.3**	Placement Agent Agreement with Icon Capital Group
10.4**	Extension Letter between GFS and the Registrant dated July 01, 2026
10.5**	Common Stock Purchase Warrant Dated April 22,2026
23.1**	Consent of Auditors
23.2*	Consent of Law Firm (Included in Exhibit 5.1)
107**	Filing Fee Table
101.INS	Inline XBRL Instance Document
101.SC	Inline XBRL Taxonomy Extension Schema Document
101.CA	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LA	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*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)