Spin AI Inc. filed a Form S-1 registration statement with the U.S. Securities and Exchange Commission on June 23, 2026, registering up to 10,000,000 shares of common stock at a fixed price of $0.01 per share. The prospectus describes the transaction as a best-efforts, no-minimum offering: there is no underwriter, no escrow, and no minimum number of shares that must be sold before the company keeps the money. At the maximum, the offering would raise $100,000 in gross proceeds. The document is a preliminary prospectus marked “subject to completion,” and the registration number is shown as 333- with no assigned digits — the form used before the SEC declares a statement effective.

The registrant identifies itself as a Wyoming corporation incorporated on March 18, 2026, with its principal address listed as a registered-agent service address in Sheridan, Wyoming. According to the filing, the company’s two officer-directors conduct day-to-day business from their personal residences in Antwerp, Belgium, and Zurich, Switzerland. The S-1 states the company commercially launched its platform on June 7, 2026, and that as of June 23, 2026 it was party to five subscription agreements, three of which had commenced. The filing checks the boxes for non-accelerated filer, smaller reporting company, and emerging growth company.

"Spin AI operates a software-as-a-service platform that applies artificial-intelligence and machine-learning techniques to identify potential academic research and technology-commercialization opportunities."— Spin AI Inc. Form S-1, source

The prospectus describes a platform that monitors publicly available information about academic publications, patent filings, research grants, researcher collaboration networks, and university technology-transfer activity, combining those signals into a proprietary scoring framework the company calls the Spin Potential Index. Subscribers, the filing states, receive signal alerts, intelligence briefs, network maps, researcher analysis, watchlists, and custom alert thresholds. The company says its current commercial offering is a single “Operator” tier sold to venture-capital and technology-commercialization organizations, and that the platform “remains at an early stage” even though it is commercially operational.

What the offering registers

Per the cover and the “The Offering” summary, 4,000,000 shares are outstanding before the offering and 14,000,000 would be outstanding if the offering is fully subscribed. The S-1 states the company’s two founders hold 100% of the shares before the offering, with President Katizie Bakht Murad holding 3,000,000 shares, or 75%. Upon completion assuming all shares are sold, the filing says the founders would hold approximately 28.6% and Mr. Murad individually approximately 21.4%. The shares are being offered directly by the company’s officers, who the prospectus says will receive no commissions and will rely on the Rule 3a4-1 safe harbor from broker-dealer registration. The offering period is stated as 12 months from the effective date.

On pricing, the prospectus is explicit that no market mechanism set the number. It states the $0.01 price “was arbitrarily determined by our Board of Directors,” that no independent valuation, investment-banking opinion, or market analysis was obtained, and that the price “does not bear any relationship to our assets, book value, net worth, revenues, earnings, or any other recognized criterion of value.” The company says it intends to apply for quotation on the OTCQB Venture Market and that no assurance can be given the application will be approved. The filing characterizes the common stock as a “penny stock” and states the company is not a blank-check company under Rule 419.

Use of proceeds and the financials stated

The S-1 lays out use of proceeds across subscription levels. At full subscription, gross proceeds of $100,000 less estimated offering expenses of approximately $31,898 would leave net proceeds of approximately $68,102, allocated by the filing to platform enhancement and engineering ($30,000), cloud infrastructure and API costs ($10,000), working capital and general corporate purposes ($20,002), intellectual-property registration ($5,100), and customer onboarding and go-to-market ($3,000). The prospectus discloses a scenario in which the math turns negative: at 25% subscription, net proceeds would be approximately negative $6,898, because offering expenses would exceed gross proceeds, a shortfall the company says “would need to be funded from existing resources or from the Founder Loan Facility.” Management states it will retain broad discretion over the use of proceeds.

The summary financial data, drawn from audited statements for the period from inception on March 18, 2026 through March 31, 2026, report cash on hand of $365, intangible assets net of $57,125, total assets of $57,490, total liabilities of $57,198, total stockholders’ equity of $292, and a net loss for the period of $108. The prospectus discloses that its independent registered public accounting firm issued a report including “an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern,” and that the platform launch and initial subscription collections after March 31, 2026 “have not eliminated” that doubt. The filing notes that only the March 31, 2026 financial statements have been audited.

Risk factors disclosed

The risk-factor section, which the cover directs readers to beginning on page 4, catalogs concentration and structural exposures in the company’s own words. It states that as of the date of the prospectus only three subscribers have active, revenue-generating subscriptions — identified in the business section as Theodorus, Vsquared Ventures, and Wilbe, with first monthly billings of $2,096, $1,111, and $1,248 respectively — and that the cancellation or non-payment by any single subscriber “would have a disproportionate adverse effect.” Two additional agreements, with Cambridge Innovation Capital PLC and University2Ventures GmbH, are scheduled to commence on November 1, 2026 and, the filing states, “had not generated any billings or revenue as of June 23, 2026.” The company also discloses it has no personnel other than its two officer-directors and maintains no key-person life insurance.

Other disclosed risks include the source of the company’s principal asset: the S-1 states that approximately 99.4% of total assets consisted of an intellectual-property portfolio acquired from Mr. Murad in exchange for a promissory note, valued using a development-cost approach “based on management’s reconstructed estimates” with no independent valuation obtained. The filing discloses material weaknesses in internal control over financial reporting, including a lack of segregation of duties and no audit committee, and notes that through early June 2026 the company’s cash was held as physical currency on hand without a bank account; it states a corporate deposit account at JPMorgan Chase Bank, N.A. was opened on June 10, 2026. The S-1 further discloses that the IP portfolio consists of nine technical software specifications that are unregistered, that the platform relies on third-party cloud and API infrastructure the company does not control, and that a Founder Loan Facility of up to $100,000 is discretionary on the lender’s part, with $4,750 drawn as of the date of the prospectus. The company also discloses it has no independent directors.

The figures, dates, and characterizations above are stated in the registration statement as filed; the document is a preliminary prospectus subject to amendment, and proposed effectiveness, OTCQB quotation, and the ultimate amount raised remain undetermined within the offering’s stated parameters.