S-1/A: Star Alliance International Corp. Files Amendment No. 3 to Registration Statement for Potential Sale of 75 Million Shares

Star Alliance International Corp. has filed an amendment to its registration statement, potentially allowing a selling stockholder to offer up to 75 million shares of common stock.

Summary

• Star Alliance International Corp., an exploration-stage company, filed Amendment No. 3 to its registration statement on Form S-1/A with the SEC on April 8, 2024.
• The filing relates to the potential offer and sale of up to 75,000,000 shares of common stock by the selling stockholder, Keystone Capital Partners, LLC.
• These shares include commitment shares, additional shares to be issued upon the registration statement's effectiveness, and shares issuable under a purchase agreement.
• The company will not receive any proceeds from the sale of shares by the selling stockholder.
• The company's common stock is traded on the OTC Pink Market under the symbol STAL, with the last reported sale price on April 4, 2024, at $0.0038 per share.
• The company's business plan focuses on acquiring and developing gold mining and other mining properties worldwide, as well as environmentally safe technologies.
• The company's key asset is 78 gold mining claims in Mariposa County, California, acquired in 2019.
• The company anticipates starting mining operations in the fourth quarter of 2024, pending necessary permits.
• The company's previous agreements to acquire Commsa and Lion Works have expired, and the company is currently negotiating a new agreement for the Lion Works Acquisition.
• The company has a consulting agreement with the Knightsbridge Group to develop a Digital Gold Coin (DGC) backed by the company's gold assets.

Sentiment

Score: 4

Explanation: The document presents a mixed picture, with potential opportunities in mining operations and technology development, but significant financial risks and uncertainties.

Positives

• The company possesses 78 gold mining claims in Mariposa County, California, representing a tangible asset.
• The company anticipates starting mining operations in the fourth quarter of 2024, which could lead to revenue generation.
• The company is exploring environmentally safe technologies, potentially enhancing its sustainability profile.
• The company has a consulting agreement with the Knightsbridge Group to develop a Digital Gold Coin (DGC) backed by the company's gold assets, which could provide a new revenue stream.

Negatives

• The company is an exploration-stage company with a history of operating losses and a working capital deficit.
• The company's ability to continue as a going concern is dependent on raising additional funds.
• The company's previous agreements to acquire Commsa and Lion Works have expired, indicating potential challenges in executing its acquisition strategy.
• The company's common stock trades on the OTC Pink Market, which may limit investor interest and liquidity.

Risks

• The company's success is subject to the substantial risks inherent in the establishment of a new business venture.
• The company's financial situation creates doubt about its ability to continue as a going concern.
• The company may have difficulty raising additional capital, which could deprive it of necessary resources.
• The company's intellectual property rights are critical to its success, and the loss of such rights could materially adversely affect its business.
• The company's mining and exploration activities involve a high degree of risk.
• The company may be adversely affected by a fluctuation and potential decrease in gold prices.
• Government regulation may adversely affect the company's business and planned operations.
• The company may experience cybersecurity threats.
• An active, liquid trading market for the company's common stock may not develop or be sustained.
• The trading price of the company's common stock is likely to be volatile, which could result in substantial losses to investors.
• There is no assurance that the company will be able to pay dividends to its shareholders, which means that investors could receive little or no return on their investment.
• The sale of shares of the company's common stock to Keystone may cause dilution, and the subsequent resale of the shares of the company's common stock acquired by Keystone, or the perception that such resales may occur, could cause the price of the company's common stock to fall.
• FINRA sales practice requirements may limit a stockholder's ability to buy and sell the company's stock.

Future Outlook

The company anticipates starting mining operations in the fourth quarter of 2024, pending necessary permits. The company is also exploring acquisitions of assets or majority interests in companies related to artificial intelligence technology and in the fintech arena acquiring proprietary software technology.

Industry Context

The company operates in the competitive mining industry, facing competition from larger, better-capitalized companies. The company's success depends on acquiring and developing mining properties, navigating government regulations, and managing commodity price fluctuations.

Comparison to Industry Standards

• The document does not provide enough information to make a detailed comparison to industry standards.
• Without specific details on the company's mining operations, extraction costs, and resource estimates, it is difficult to benchmark its performance against industry peers such as Barrick Gold, Newmont Corporation, or Freeport-McMoRan.
• The company's reliance on the OTC Pink Market for trading its common stock suggests that it may not meet the listing requirements of major stock exchanges, which could limit its access to capital and investor visibility.

Related Party Transactions

• The document discloses related party transactions, including compensation to executive officers and directors.

Stakeholder Impact

• Shareholders face potential dilution from the offering of additional shares.
• Employees' job security is uncertain due to the company's financial challenges.
• Customers and suppliers may be affected by the company's ability to execute its business plan.

Next Steps

• The company needs to obtain necessary permits to start mining operations in the fourth quarter of 2024.
• The company is currently negotiating the terms of a new agreement for the Lion Works Acquisition.
• The company needs to raise additional funds to implement its business plan and continue as a going concern.

Key Dates

Keywords

Star Alliance International Corp, Keystone Capital Partners, Common Stock, Mining, Exploration, Acquisition, Digital Gold Coin, OTC Pink Market, Genesis extraction system, Commsa, Lion Works, Registration Statement, Mining Claims, Financial Condition, Risk Factors