Filings for new U.S. listings - 4/12/2024 (2)
PACS Group, Inc. (424B4) - April 12, 2024
PACS Group, Inc. is a leading post-acute healthcare company primarily focused on delivering high-quality skilled nursing care through a portfolio of independently operated facilities. The company operates over 200 post-acute care facilities across nine states, serving over 20,000 patients daily. The company also provides senior care, assisted living, and independent living options in some of its communities.
| Name | PACS Group, Inc. |
|---|---|
| HQ Location | Farmington, UT, USA |
| Country/Region of Operations | USA |
| Incorporation Jurisdiction | DE |
| Ticker Symbol | PACS |
| Exchange | New York Stock Exchange (NYSE) |
| Offer Size | $450,000,012.00 |
| Number of Shares offered | 21,428,572 |
| Offer Price | $21.00 per share |
| Underwriters | Citigroup J.P. Morgan Truist Securities RBC Capital Markets Goldman Sachs & Co. LLC Stephens Inc. KeyBanc Capital Markets Oppenheimer & Co. Regions Securities LLC |
| Industry | Services-Skilled Nursing Care Facilities [8051] |
| Sales/Revenue (Most Recent Year, in thousands) | $3,111,492 (2023) |
| Net Income/Loss (Most Recent Year, in thousands) | Net Income of $112,882 (2023) |
| Total Liabilities, in thousands | $3,411,013 (2023) |
| Cash and Cash Equivalents, in thousands | $73,416 (2023) |
| Use of Proceeds | The company intends to use approximately $371.4 million of the net proceeds to repay a portion of the amounts outstanding under its Amended and Restated 2023 Credit Facility, and the remaining amount for general corporate purposes to support the growth of its business. |
| Dividend Policy | The company has no current plans to pay dividends or other distributions on its common stock in the foreseeable future. |
| Risk Factors | - Dependence on reimbursement from third-party payors and potential changes in payor mix and payment methodologies - Ability to attract and retain qualified personnel, especially nurses and skilled staff - Compliance with extensive laws and regulations governing the healthcare industry - Potential liability from litigation and regulatory investigations/audits - Reliance on information technology systems and potential cybersecurity risks - Ability to successfully integrate acquired facilities and execute growth strategy - Concentrated ownership by founders who will have significant control over the company |
| Other | - The company leases the majority of its facilities (165 out of 203 facilities as of December 31, 2023) - The company formed a wholly-owned captive insurance subsidiary in 2022 to provide professional liability and general liability insurance - The company's founders, Jason Murray and Mark Hancock, will collectively own approximately 85.7% of the voting power of the company's common stock after the offering (or 83.6% if the underwriters exercise their option) |
| Link to Filing | Filing |
ZEEKR Intelligent Technology Holding Limited (F-1/A) - April 12, 2024
ZEEKR Intelligent Technology Holding Limited is a fast-growing BEV technology company. Through developing and offering next-generation premium BEVs and technology-driven solutions, it aspires to lead the electrification, intelligentization and innovation of the automobile industry. The company has focused on innovation in BEV architecture, hardware, software, and application of new technologies. Its current product portfolio primarily includes ZEEKR 001, ZEEKR 001 FR, ZEEKR 009, ZEEKR X and an upscale sedan model.
| Name | ZEEKR Intelligent Technology Holding Limited |
|---|---|
| HQ Location | Ningbo, Zhejiang, People's Republic of China |
| Country/Region of Operations | China |
| Incorporation Jurisdiction | Cayman Islands |
| Ticker Symbol | ZK |
| Exchange | New York Stock Exchange (NYSE) |
| Offer Size | Unknown |
| Number of Shares offered | Unknown |
| Offer Price | Unknown |
| Underwriters | Goldman Sachs, Morgan Stanley, BofA Securities, CICC, BNP PARIBAS, BOCI, HSBC, ICBC International, Santander, SPDB International Capital Limited |
| Industry | Motor Vehicles & Passenger Car Bodies [3711] |
| Sales/Revenue (Most Recent Year) | RMB51,672,618,000 (US$7,277,936,000) |
| Net Income/Loss (Most Recent Year) | Net loss of RMB8,264,191,000 (US$1,163,987,000) |
| Total Liabilities | RMB32,317,603,000 (US$4,551,839,000) |
| Cash and Cash Equivalents | RMB3,260,670,000 (US$459,256,000) |
| Use of Proceeds | The net proceeds from the offering will be used for: (i) the development of more advanced BEV technologies, as well as expansion of product portfolio; (ii) selling and marketing, and expansion of our service and charging network; and (iii) general corporate purposes, including working capital needs, to support our business operations and growth. |
| Dividend Policy | The company does not expect to pay any cash dividends in the near future. |
| Risk Factors | The key risks include the company's limited operating history, potential inability to achieve profitability, risks related to its relationship with Geely Group, regulatory risks in China, and risks associated with the Holding Foreign Companies Accountable Act. |
| Other | - The company is a "controlled company" within the meaning of the applicable rules of the NYSE because Geely Automobile Holdings Limited will have a controlling ownership interest. - The company is a foreign private issuer and will be exempt from certain corporate governance requirements applicable to U.S. domestic public companies. - The company faces various legal and operational risks and uncertainties as a company based in and primarily operating in China. |
| Link to Filing | Filing |
Bowhead Specialty Holdings Inc. (S-1) - April 12, 2024
Bowhead Specialty Holdings Inc. is a profitable and growing company providing specialty property and casualty (P&C) insurance products. The company focuses on providing customized, innovative solutions in its specialty lines of business, such as Casualty, Professional Liability and Healthcare, where it has deep underwriting and claims expertise. Bowhead distributes its products through selected relationships with leading wholesale and retail distribution partners.
| Name | Bowhead Specialty Holdings Inc. |
|---|---|
| HQ Location | New York, NY, USA |
| Country/Region of Operations | United States |
| Incorporation Jurisdiction | Delaware |
| Ticker Symbol | BOW |
| Exchange | New York Stock Exchange (NYSE) |
| Offer Size | Not specified |
| Number of Shares offered | Not specified |
| Offer Price | Not specified, but the filing mentions an assumed initial public offering price of $ per share (the midpoint of the estimated initial public offering price range). |
| Underwriters | J.P. Morgan, Morgan Stanley, Keefe, Bruyette & Woods A Stifel Company, Citizens, JMP, RBC Capital Markets, Dowling & Partners Securities, LLC, Siebert Williams Shank |
| Industry | Property and Casualty (P&C) Insurance |
| Sales/Revenue (Most Recent Year) | $263,902,000 (2023) |
| Net Income/Loss (Most Recent Year) | $25,047,000 net income (2023) |
| Total Liabilities | Not specified |
| Cash and Cash Equivalents | $118,070,000 (2023) |
| Use of Proceeds | The company intends to use at least $ million of the net proceeds to make capital contributions to its insurance company subsidiary in order to grow its business and the remainder for general corporate purposes. |
| Dividend Policy | The company currently does not intend to declare or pay any cash dividends in the foreseeable future. |
| Risk Factors | - Risks related to accurately assessing underwriting risk - Intense competition in the industry - Reliance on strategic relationship with AmFam - Potential decline in AmFam's financial strength rating - Reliance on insurance retail agents, brokers and wholesalers as distribution channels - Adequacy of loss and loss adjustment expense reserves - Unexpected changes in policy coverage interpretations - Reinsurers failing to reimburse claims - Adverse economic conditions impacting growth and profitability - Compliance with extensive regulations |
| Other | - Founded in 2020, led by industry veteran Stephen Sills - Operates through a remote-friendly platform and leverages technology, data and analytics - Maintains a conservative investment portfolio - Experienced and entrepreneurial leadership team |
| Link to Filing | Filing |
Churchill Capital Corp IX (S-1/A) - April 12, 2024
Churchill Capital Corp IX is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company has not selected any business combination target and has not initiated any substantive discussions with any potential targets. The company may pursue an initial business combination target in any industry but expects to focus on a target where the management team's expertise can provide a competitive advantage.
| Name | Churchill Capital Corp IX |
|---|---|
| HQ Location | New York, NY, USA |
| Country/Region of Operations | Not specified |
| Incorporation Jurisdiction | Cayman Islands |
| Ticker Symbol | CCIXU (units), CCIX (Class A ordinary shares), CCIXW (warrants) |
| Exchange | Nasdaq |
| Offer Size | $250,000,000 |
| Number of Shares offered | 25,000,000 units |
| Offer Price | $10.00 per unit |
| Underwriters | Citigroup Global Markets Inc. |
| Industry | Blank check/SPAC |
| Sales/Revenue (Most Recent Year) | Not provided |
| Net Income/Loss (Most Recent Year) | Not provided |
| Total Liabilities | Not provided |
| Cash and Cash Equivalents | Not provided |
| Use of Proceeds | The proceeds will be used to fund the company's initial business combination. |
| Dividend Policy | Not specified |
| Risk Factors |
- The company is a blank check company with no operating history or revenues. - The company's public shareholders may not be able to vote on the initial business combination. - The company's sponsor, officers and directors have agreed to vote in favor of the initial business combination. - Shareholders may only be able to affect the investment decision through redemption rights. - The company's search for a business combination may be adversely affected by market conditions and competition from other SPACs. - The company may not be able to complete an initial business combination within the required timeframe. - The company may issue securities at less than the current market price, which could be dilutive to shareholders. - There are potential conflicts of interest with the company's sponsor, officers, directors and strategic/operating partners. |
| Other |
- The company is an "emerging growth company" and "smaller reporting company" under U.S. securities laws. - The company has agreed to indemnify its sponsor, officers and directors against certain claims. - The company's amended charter requires a majority of independent directors to approve the initial business combination. |
| Link to Filing | Filing |
High Roller Technologies, Inc. (S-1/A) - April 12, 2024
High Roller Technologies, Inc. is an evolving and growth-oriented global online gaming operator. The company offers a compelling real money online casino platform, which includes over 3,000 games from over 50 providers, including many live dealer games. The company's mission is to offer a consistently superior customer experience through fast onboarding, secure payment processing, prompt payouts, generous bonuses, interactive engagement, and 24/7 customer service. The company operates in a mix of remote licensed "Pre-regulated" markets and locally licensed "Regulated" markets.
| Name | High Roller Technologies, Inc. |
|---|---|
| HQ Location | Las Vegas, Nevada, United States |
| Country/Region of Operations | Europe, Asia-Pacific, Americas |
| Incorporation Jurisdiction | Delaware |
| Ticker Symbol | ROLR |
| Exchange | NYSE American |
| Offer Size | $13,500,000 |
| Number of Shares offered | 1,500,000 shares |
| Offer Price | $8.00 - $10.00 per share |
| Underwriters | ThinkEquity |
| Industry | Online Casino Gaming |
| Sales/Revenue (2023) | $29,674,690 |
| Net Income/Loss (2023) | Net Loss of $2,817,851 |
| Total Liabilities | $9,480,819 |
| Cash and Cash Equivalents | $4,045,224 |
| Use of Proceeds |
- $4.0 million for marketing, promotion and advertising - $4.0 million to finance expansion to regulated markets - $2.0 million to launch new brands or verticals - Remaining for general working capital |
| Dividend Policy | The company has never declared or paid any cash dividends and does not expect to pay any cash dividends in the foreseeable future. |
| Risk Factors | Key risks include intense competition, limited operating history of the HighRoller.com brand, going concern uncertainty, reliance on third-party service providers, ability to detect fraud, need for additional capital, regulatory and licensing requirements, data security and privacy concerns, and dependence on key personnel. |
| Other |
- The company is an "emerging growth company" and a "smaller reporting company" - Conducted a 1-for-3.95689 reverse stock split in January 2024 |
| Link to Filing | Filing |
Lakeside Holding Limited (S-1/A) - April 12, 2024
Lakeside Holding Limited is a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market including China and South Korea. The company primarily provides customized cross-border ocean freight solutions and airfreight solutions in the U.S. that specifically cater to its customers' requirements and needs in transporting goods into the U.S.
| Name | Lakeside Holding Limited |
|---|---|
| HQ Location | Itasca, Illinois, United States |
| Country/Region of Operations | United States |
| Incorporation Jurisdiction | Nevada |
| Ticker Symbol | LSH |
| Exchange | Nasdaq Capital Market (the "Nasdaq") |
| Offer Size | Approximately $3.7 million (or approximately $4.4 million if the underwriters exercise their option to purchase additional shares in full) |
| Number of Shares offered | 1,250,000 shares |
| Offer Price | Estimated initial public offering price of $4.50 per share (the midpoint of the price range set forth on the cover page of the prospectus) |
| Underwriters | The Benchmark Company, LLC Axiom Capital Management, Inc. |
| Industry | Arrangement of Transportation of Freight & Cargo [4731] |
| Sales/Revenue (FY 2023) | $12.9 million |
| Net Income/Loss (FY 2023) | Net income of $943,730 |
| Total Liabilities | $4.6 million as of December 31, 2023 |
| Cash and Cash Equivalents | $0.3 million as of December 31, 2023 |
| Use of Proceeds | - Approximately 30% for investment in strengthening cross-border supply chain capabilities - Approximately 10% for marketing activities to grow customer base - Approximately 10% for strategic investments and potential mergers and acquisitions in the future - The balance for general corporate purposes |
| Dividend Policy | The company does not intend to pay any dividends in the foreseeable future and currently intends to retain all future earnings to finance its business. |
| Risk Factors | - Dependence on development of international commerce, e-commerce and social commerce industries - Intense competition in the market - Risks associated with service providers and their personnel - Impact of COVID-19 pandemic - Reliance on service providers and potential disruptions - Global economic uncertainty and its impact on international trade - Historical results may not be indicative of future performance - Failure to implement business strategies or meet customer demands - Lack of familiarity with new regions or markets - Risks inherent in the cross-border supply chain industry - Dependence on ability to control costs - Lack of required approvals, licenses or permits - Risks related to data privacy and security - Potential liability from legal proceedings |
| Other | None |
| Link to Filing | Filing |
Oranco, Inc. (S-1/A) - April 12, 2024
Oranco, Inc. is engaged in the business of marketing, selling and distributing light aromatic flavor Chinese Baijiu (spirits distilled from sorghum, barley and other grains) with a moderate price range in China. The company's PRC Subsidiaries have focused on the distribution and sale of Chinese Fenjiu Liquor, a premium brand name for light aromatic flavor Chinese Baijiu, and have now shifted to focusing on the sale of their own branded Chinese Baijiu products.
| Name | Oranco, Inc. |
|---|---|
| HQ Location (USA) | Duluth, Georgia, USA |
| Country/Region of Operations | China |
| Incorporation Jurisdiction | Nevada |
| Ticker Symbol | ORNC |
| Exchange | Nasdaq Capital Market |
| Offer Size | $7,500,000 |
| Number of Shares offered | 1,500,000 shares |
| Offer Price | $4.00 - $6.00 per share |
| Underwriters | US Tiger Securities, Inc. |
| Industry | Beverages (2080) |
| Sales/Revenue (Most Recent Year) | $18,170,496 |
| Net Income/Loss (Most Recent Year) | $2,774,327 |
| Total Liabilities | $5,447,031 |
| Cash and Cash Equivalents | $15,958,915 |
| Use of Proceeds | The net proceeds will be used for general corporate purposes, including working capital, operating expenses, capital expenditures, improvement of corporate facilities and other general and administrative matters. A portion may also be used to acquire complementary businesses, products, services, or technologies. |
| Dividend Policy | Oranco does not intend to pay dividends in the foreseeable future. |
| Risk Factors |
- Lack of business diversity may exacerbate volatility - Reliance on a few distilleries with geographical concentration - Risk of counterfeit products impacting reputation - Reliance on major distributors - Intense competition in the Chinese Baijiu market - Expiration of partnership with Fenjiu Group - Risks related to inventory management - Adverse impact from COVID-19 pandemic - Risks related to PRC regulatory environment and government oversight - Risks related to Holding Foreign Companies Accountable Act and PCAOB inspections - Nasdaq listing criteria and potential volatility of stock price |
| Other |
- Oranco is a "controlled company" as Mr. Peng Yang, the CEO, will hold over 89% of shares after the offering - Oranco has filed with the CSRC as required under the new PRC regulations on overseas listings - Oranco's auditor, PKF Littlejohn LLP, is subject to PCAOB inspection and not headquartered in mainland China or Hong Kong |
| Link to Filing | Filing |
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