Filings for new U.S. listings - 4/23/2024
RanMarine Technology B.V. (424B4) - April 22, 2024
RanMarine Technology B.V. is a cleantech company that designs, manufactures and sells autonomous surface vessels (ASVs) to harvest harmful plastic pollutants, algae/biomass and oils from water while collecting critical water quality data. The company's mission is to empower people, companies and governments across the planet with the ability to restore the marine environment to its natural state via autonomous electric vessels.
| Name | RanMarine Technology B.V. |
|---|---|
| HQ Location | Rotterdam, Netherlands |
| Country/Region of Operations | Global |
| Incorporation Jurisdiction | Netherlands |
| Ticker Symbol | RAN (ADSs), RANWW (Tradeable Warrants) |
| Exchange | Nasdaq Capital Market |
| Offer Size | $8,650,000 (without over-allotment option), $9,947,498 (with over-allotment option) |
| Number of Shares offered | 1,572,727 Units |
| Offer Price | $5.50 per Unit |
| Underwriters | WallachBeth Capital LLC Craft Capital Management LLC |
| Industry | Cleantech, Autonomous Surface Vessels |
| Sales/Revenue | €432,427 (2022), €254,263 (2021) |
| Net Income/Loss | €(3,247,566) (2022), €190 (2021) |
| Total Liabilities | €8,492,292 (as of June 30, 2023) |
| Cash and Cash Equivalents | €185,415 (as of June 30, 2023) |
| Use of Proceeds | - Supporting facilities: ~$0.3 million - Production: ~$0.5 million - Research and Development: ~$1.0 - $1.5 million - Sales and Marketing: ~$1.3 - $1.5 million - Debt Reduction I: ~$0.4 million - Debt Reduction II: ~$2.0 - $2.8 million - Working Capital: Remainder |
| Dividend Policy | The company does not intend to issue a dividend in the foreseeable future. |
| Risk Factors | - There is substantial doubt about the company's ability to continue as a going concern - The company will require significant capital in the short-term to execute its business plan - The company may not be able to meet its growth plans and expansion objectives - Fluctuations in currency exchange rates may impact the company's results - The company is exposed to risks associated with supply chain disruptions and increased costs - Cybersecurity incidents could harm the company's business - The company faces competition from incumbent solutions - Certain hazards and risks are inherent to the company's ASV product - The company's intellectual property may not be adequately protected |
| Other | - The company has received several grants and subsidies to accelerate its technology development - The company's products have a positive environmental and social impact, supporting various UN Sustainable Development Goals - The company plans to aggressively expand its direct sales force in Europe and the U.S., and grow its distributor network globally |
| Link to Filing | Filing |
Orangekloud Technology Inc. (F-1/A) - 04/22/2024
Orangekloud Technology Inc. is a holding company incorporated in the Cayman Islands with operations conducted by its Singapore and Malaysia subsidiaries. Through its operating subsidiaries predominantly in Singapore, the Group positions itself as a No-Code software development platform. The Group disrupts traditional enterprise application development, in particular for small and medium-sized enterprises (SMEs), by using integrated Agile and DevOps practices for mobile developers to build cross platform mobile applications faster, smarter and in a secure manner with its proprietary No-Code Rapid Mobile Application Development Platform (RMAD), adopting a Platform-as-a-Service (PaaS) model. The Group also provides digital transformation solutions to SMEs in Singapore through the implementations of Enterprise Resource Planning (ERP) system coupled with its Enterprise Mobile Application solutions which are developed using its eMOBIQ® development platform.
| Name | Orangekloud Technology Inc. |
|---|---|
| HQ Location | Singapore, Singapore |
| Country/Region of Operations | Singapore, Malaysia |
| Incorporation Jurisdiction | Cayman Islands |
| Ticker Symbol | ORKT |
| Exchange | Nasdaq Capital Market |
| Offer Size | Unknown |
| Number of Shares offered | 2,500,000 Class A Ordinary Shares |
| Offer Price | $4.00 - $5.00 per Class A Ordinary Share |
| Underwriters | Maxim Group LLC |
| Industry | Software - Application |
| Sales/Revenue | $4,615,778 |
| Net Income/Loss | ($991,203) |
| Total Liabilities | $1,612,615 |
| Cash and Cash Equivalents | $808,935 |
| Use of Proceeds | - Approximately 50% for Acquisitions or strategic investments in complementary businesses or technologies - Approximately 10% for continuing investment into research and development - Approximately 40% for working capital and other general corporate purposes |
| Dividend Policy | The Company does not plan to pay any cash dividends on the Class A Ordinary Shares in the foreseeable future after this offering. The Company has no formal dividend policy. |
| Risk Factors | - The Company has a limited operating history as an integrated group - The Company has experienced losses in the past and may not achieve or sustain profitability in the future - Adverse changes to the Singapore market could have a material adverse effect on the Company's business - The Company faces significant competition - The Company is dependent on its relationships with key suppliers - Failure to effectively develop and expand sales and marketing capabilities could harm the Company's ability to increase its customer base - Misappropriation or infringement of the Company's intellectual property could materially and adversely affect its business - The Company may be unable to continue successfully developing and launching new products and services - The Company's business is dependent on keeping pace with technological advances - The Company's insurance coverage may not cover all its damages and losses - The Company will incur increased costs as a public company and its management will be required to devote substantial time to compliance - The Company's future strategic acquisitions, investments and partnerships could pose various risks - The Company's ability to operate effectively could be impaired if it fails to attract and retain key employees - Industry consolidation may give the Company's competitors advantage over it - Negative publicity relating to the Company or its directors, officers or major shareholders may materially and adversely affect its reputation and share price - The Company may be exposed to liabilities under applicable anti-corruption laws - Russia's invasion of Ukraine may present risks to the Company's operations and investments |
| Other | - The Company has a dual class ordinary share structure with Class A Ordinary Shares and Class B Ordinary Shares - The Company is an "emerging growth company" and a "foreign private issuer" under applicable U.S. rules |
| Link to Filing | Filing |
Webus International Ltd. (F-1/A) - 04/22/2024
Webus International Ltd. is an emerging leader in China's Collective Mobility Service (CMS) market that provides hassle-free and cost-effective mobility solutions with real-time AI-augmented online support and 24-7 itinerary management support through the VIE and its subsidiary and Wetour. The CMS utilizes privately-operated vans and buses to offer customers an alternative way to public transportation when traveling in large groups.
| Name | Webus International Ltd. |
|---|---|
| HQ Location | Hangzhou, China |
| Country/Region of Operations | China, United States |
| Incorporation Jurisdiction | Cayman Islands |
| Ticker Symbol | WETO |
| Exchange | Nasdaq |
| Offer Size | $18,800,000 |
| Number of Shares offered | 4,000,000 Ordinary Shares |
| Offer Price | $4.00 - $6.00 per Ordinary Share |
| Underwriters | Network 1 Financial Securities, Inc. |
| Industry | Collective Mobility Service (CMS) market |
| Sales/Revenue | $21,722,279 (for the year ended June 30, 2023) |
| Net Income/Loss | ($2,483,251) (for the year ended June 30, 2023) |
| Total Liabilities | $13,132,613 (as of June 30, 2023) |
| Cash and Cash Equivalents | $302,987 (as of June 30, 2023) |
| Use of Proceeds | - Approximately $8.0 million to set up a new subsidiary or representative office in the United States - Approximately $5.0 million for working capital of China operations - Remaining amount for general corporate and working capital purposes |
| Dividend Policy | The Company does not currently have any plan to declare or pay any cash dividends in the foreseeable future. |
| Risk Factors | - Pandemics (such as COVID-19) could disrupt the travel industry and the Company's operations - The Company has a limited operating history in a competitive and rapidly evolving industry and has incurred losses - The growth of the business depends on the Company's ability to accurately predict consumer trends and demand - Damage to the Company's reputation or brands may adversely affect the business - The Company's operations are concentrated in one geographic area (China) - The Company has a substantial customer concentration - The Company relies on third parties for key aspects of its business - Increases in labor costs and oil/natural gas prices may adversely affect the Company's operations - The Company may not be able to prevent unauthorized use of its intellectual property - The Company may be subject to intellectual property infringement claims |
| Other | - The Company is an "emerging growth company" and a "controlled company" - The Company operates through a variable interest entity (VIE) structure in China due to foreign ownership restrictions - The Company's auditor is subject to PCAOB inspection requirements under the Holding Foreign Companies Accountable Act - The Company is required to complete a filing with the China Securities Regulatory Commission (CSRC) prior to the listing on Nasdaq under new regulations |
| Link to Filing | Filing |
DERUN group inc (S-1) - 04/22/2024
DERUN group inc is a leading healthcare services company focused on providing high quality skilled nursing care through a range of independently owned and operated facilities. Founded in May 2018, the company operates with a combination of healthcare and senior care as the core of its business, which currently covers healthcare services for the elderly population, senior living, rehabilitative care, as well as community-based and traveling senior living for the elderly.
| Name | DERUN group inc |
|---|---|
| HQ Location | Denver, CO |
| Country/Region of Operations | United States |
| Incorporation Jurisdiction | CO |
| Ticker Symbol | DRJT |
| Exchange | Nasdaq |
| Offer Size | $1,000,000 |
| Number of Shares offered | 200,000 |
| Offer Price | $5.00 per share |
| Underwriters | To be determined |
| Industry | Healthcare Services - Skilled Nursing Care Facilities |
| Sales/Revenue | Unknown |
| Net Income/Loss | Unknown |
| Total Liabilities | Unknown |
| Cash and Cash Equivalents | Unknown |
| Use of Proceeds |
1. approximately 40% for the construction of the new hospital; 2. approximately 20% for development and expansion of business and operations; 3. approximately 20% for potential merger and acquisitions although we have no commitments with respect to any such acquisitions at this time; 4. approximately 20% for general corporate purposes, including working capital, operating expenses and capital expenditures. |
| Dividend Policy | The company currently intends to retain most, if not all, of its available funds and any future earnings after this offering to fund the development and growth of its business. As a result, the company does not expect to pay any cash dividends in the foreseeable future. |
| Risk Factors |
- The company has grown rapidly in recent years and has limited experience operating at its current scale of operations. If it is unable to manage its growth effectively, its brand, company culture and financial results may suffer. - The company has limited sources of working capital and will need substantial additional financing. - The company is dependent on certain key personnel and loss of these key personnel could have a material adverse effect on its business, financial condition and results of operations. - If the company does not build brand awareness and brand loyalty, its business may suffer. - If the company is unable to maintain, train and build an effective international sales and marketing infrastructure, it will not be able to commercialize and grow its brand successfully. - Failure to comply with privacy laws and regulations and failure to adequately protect customer data could harm the company's business, damage its reputation and result in the loss of customers. |
| Other |
- The company is classified as an "emerging growth company" under the JOBS Act and will be subject to reduced public company reporting requirements. - The company may be a "controlled company" under Nasdaq rules and be exempt from certain corporate governance requirements. - There are risks related to the company's ordinary shares, including potential volatility of the share price, lack of an active trading market, and the company's ability to pay dividends. |
| Link to Filing | Filing |
Fly-E Group, Inc. (S-1/A) - 04/22/2024
Fly-E Group, Inc. is an electric vehicle ("EV") company that is principally engaged in designing, installing and selling smart electric motorcycles ("E-motorcycles"), electric bikes ("E-bikes"), electric scooters ("E-scooters") and related accessories under the brand "Fly E-Bike." The company was established in 2018 and has grown rapidly, now operating 39 retail stores across the United States and Canada. Fly-E Group offers a diversified product portfolio and is developing a mobile app to enhance the customer experience.
| Name | Fly-E Group, Inc. |
|---|---|
| HQ Location | Flushing, NY |
| Country/Region of Operations | United States, Canada |
| Incorporation Jurisdiction | Delaware |
| Ticker Symbol | FLYE |
| Exchange | Nasdaq |
| Offer Size | Unknown |
| Number of Shares offered | 3,000,000 |
| Offer Price | $4.00 - $5.00 per share |
| Underwriters | The Benchmark Company, LLC |
| Industry | Motor Vehicles & Passenger Car Bodies |
| Sales/Revenue (Most Recent Year) | $21,774,937 (Year ended March 31, 2023) |
| Net Income/Loss (Most Recent Year) | $1,378,571 (Year ended March 31, 2023) |
| Total Liabilities | $14,764,382 (As of March 31, 2023) |
| Cash and Cash Equivalents | $358,894 (As of March 31, 2023) |
| Use of Proceeds | - Approximately $3 million for purchase of inventory and production costs - Approximately $2 million for the expansion of retail stores - Approximately $3 million for technology, research and development - Remainder for general corporate purposes |
| Dividend Policy | The firm does not intend to issue a dividend in the foreseeable future. |
| Risk Factors | - The company may be unable to meet its growing production and delivery plans - Reliance on principal vendors in China for vehicle components - Ability to economically produce vehicles at scale - Increases in costs or shortages of materials used in manufacturing - Vehicles may not perform as expected by customers - Dependence on the adoption of electric vehicles by consumers - Rapidly changing and complex regulatory environment - Inability to adequately control operating costs - Failure to establish, maintain and strengthen the Fly E-Bike brand - Limited operating history making it difficult to evaluate future prospects - Material weaknesses and significant deficiencies in internal controls - Highly competitive markets that the company operates in - Product liability claims that could materially impact the business - Dependence on key executives and inability to attract/retain talent - Management's lack of experience operating a public company - Potential patent/trademark infringement claims - Inability to adequately protect intellectual property rights - Cybersecurity risks and data breaches - Potential tariffs and trade war impacts on costs and operations |
| Other | - The company's directors and executive officers will continue to control a majority of the voting power after the offering - The company qualifies as an "emerging growth company" and a "smaller reporting company" - The company expects to qualify as a "controlled company" under Nasdaq rules and may rely on certain exemptions |
| Link to Filing | Filing |
TessPay Inc. (S-1/A) - April 22, 2024
TessPay Inc. has developed a financial technology platform for securing and streamlining financial transactions that utilizes blockchain technology to provide payment assurance and liquidity through a finance supply chain. The Platform makes use of smart contracts to affect automated financial settlements to the supply chain participants. The company has initially deployed the Platform within the wholesale telecommunications industry, the Affordable Connectivity Program (ACP) market, and the commercial construction industry.
| Name | TessPay Inc. |
|---|---|
| HQ Location | Newark, DE |
| Country/Region of Operations | United States, United Kingdom |
| Incorporation Jurisdiction | Delaware |
| Ticker Symbol | TPI |
| Exchange | NYSE American |
| Offer Size | Unknown |
| Number of Shares offered | 1,300,000 |
| Offer Price | $4.00 - $6.00 per share |
| Underwriters | Dominari Securities LLC Revere Securities LLC |
| Industry | Financial Technology (Fintech) |
| Sales/Revenue | $2,091,812 |
| Net Income/Loss | $(2,045,258) |
| Total Liabilities | $6,790,581 |
| Cash and Cash Equivalents | $7,872 |
| Use of Proceeds | Augmentation of sales and marketing resources, enhancements to the Platform, and general corporate and working capital purposes |
| Dividend Policy | The Company does not intend to issue a dividend. |
| Risk Factors | - The Company has incurred significant operating losses and negative cash flows from operations since inception, and may continue to incur losses as it implements its business plan - The Company's independent registered public accounting firm has expressed substantial doubt about the Company's ability to continue as a going concern - The development of the Company's Platform using blockchain and smart contract technologies could have a material adverse effect on its business - The Company faces substantial and increasingly intense competition in the financial services, payments, technology and telecommunications industries - The Company is dependent on external, non-exclusive sources of funding to provide financing to its users - The Company depends on a small number of customers, and the loss of one or more major customers could have a material adverse effect - Changes in the regulation of the telecommunications industry could adversely affect the Company's business |
| Other | - The Company entered into a collaboration agreement with Integrated Path Communications LLC, an ACP Provider, to finance the cost of devices and monthly recurring charges and share in the profits generated from the provision of ACP services - The Company acquired Create.iF Manage Limited, a construction project management company, to expand into the commercial construction industry - A person associated with the representative of the underwriters, Dominari Securities LLC, beneficially owns approximately 7.80% of the Company's outstanding common stock before this offering and will own approximately 7.05% after this offering |
| Link to Filing | Filing |
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