Filings for new U.S. listings - 4/16/2024
UL Solutions Inc. (424B4) - April 15, 2024
UL Solutions Inc. is a global safety science leader that provides independent testing, inspection and certification (TIC) services and related software and advisory (S&A) offerings to customers worldwide. The company's history dates back to 1894 as part of the nonprofit Underwriters Electrical Bureau, a predecessor to UL Research Institutes, UL Standards & Engagement and UL Solutions. As the largest TIC services provider headquartered in North America, UL Solutions provides a comprehensive set of product safety, security and sustainability solutions to more than 80,000 customers across over 110 countries in 2023.
| Name | UL Solutions Inc. |
|---|---|
| HQ Location | Northbrook, Illinois, United States |
| Country/Region of Operations | Global, with significant operations in over 110 countries |
| Incorporation Jurisdiction | Delaware |
| Ticker Symbol | ULS |
| Exchange | New York Stock Exchange (NYSE) |
| Offer Size | $946,400,000.00 |
| Number of Shares offered | 33,800,000 shares of Class A common stock |
| Offer Price | $28.00 per share |
| Underwriters | Goldman Sachs & Co. LLC J.P. Morgan BofA Securities Citigroup Jefferies UBS Investment Bank Baird Raymond James Stifel Wells Fargo Securities William Blair AmeriVet Securities Bancroft Capital Cabrera Capital Markets LLC Loop Capital Markets R. Seelaus & Co., LLC |
| Industry | Testing, Inspection and Certification (TIC) services and related Software and Advisory (S&A) offerings |
| Sales/Revenue (2023) | $2,678 million |
| Net Income/Loss (2023) | Net income of $276 million |
| Total Liabilities | $904 million in long-term debt |
| Cash and Cash Equivalents | $315 million |
| Use of Proceeds | UL Solutions Inc. will not receive any proceeds from the sale of shares. The selling stockholder, UL Standards & Engagement, will receive the proceeds. |
| Dividend Policy | The company currently intends to continue making a regular quarterly cash dividend on its common stock, although it cannot give any assurance that dividends will be paid in the future. |
| Risk Factors | Key risks include reliance on the value of the UL brand and reputation, cybersecurity risks, potential disruption from technological advances in AI, competition from other TIC providers, risks associated with international operations and conducting business in China, retention of key employees, safety risks associated with handling dangerous materials, potential conflicts of interest, regulatory changes that could reduce demand for TIC services, customer concentration and retention, acquisition integration challenges, product liability claims, intellectual property protection, and the substantial ownership and control by the selling stockholder UL Standards & Engagement. |
| Other | - The company was incorporated as Underwriters Laboratories (USA) Inc. in 2008, changed its name to UL Inc. in 2011, and to UL Solutions Inc. in 2022. |
| Link to Filing | Filing |
New Century Logistics (BVI) Limited (F-1/A) - April 16, 2024
New Century Logistics (BVI) Limited is a freight forwarding service provider founded and based in Hong Kong. The company provides air and ocean export and import freight forwarding services ranging from the sale of cargo space, cargo pick up, off-airport air cargo security screening, palletization, preparation of shipping documentation, arrangement of customs clearance to cargo handling at ports. The company also provides ancillary logistics services such as warehousing and distribution, X-ray, gate charge and palletization.
| Name | New Century Logistics (BVI) Limited |
|---|---|
| HQ Location | Hong Kong, China |
| Country/Region of Operations | Hong Kong |
| Incorporation Jurisdiction | British Virgin Islands (BVI) |
| Ticker Symbol | NCEW |
| Exchange | Nasdaq Capital Market |
| Offer Size | $5,625,000 |
| Number of Shares offered | 1,250,000 Ordinary Shares |
| Offer Price | $4.0 - $5.0 per Ordinary Share |
| Underwriters | Eddid Securities USA |
| Industry | Freight Forwarding and Logistics Services |
| Sales/Revenue (FY2023) | $36.1 million |
| Sales/Revenue (FY2022) | $75.2 million |
| Gains/Losses (FY2023) | $0.5 million net income |
| Gains/Losses (FY2022) | $7.0 million net income |
| Total Liabilities | $9.8 million (as of Sep 30, 2023) |
| Cash and Cash Equivalents | $0.3 million (as of Sep 30, 2023) |
| Use of Proceeds | - 40% for business expansion - 15% for technology innovation - 15% for enhancing warehousing and distribution capabilities - 5% for recruitment of talented personnel - 25% for general working capital |
| Dividend Policy | The company currently intends to retain all available funds and future earnings for the operation and expansion of its business and does not anticipate declaring or paying any dividends in the foreseeable future. |
| Risk Factors | - Fluctuations in the company's revenues, operating income and cash flows - Dependence on a limited number of vendors - Risks of cyber-attacks and data breaches - Highly competitive industry - Reliance on dividends and distributions from subsidiaries - Uncertainties related to doing business in Hong Kong and potential intervention by the PRC government - Risks related to being a foreign private issuer and an emerging growth company |
| Other | - The company is incorporated in the British Virgin Islands and operates in Hong Kong through its subsidiaries. - The company is subject to the risk of the Holding Foreign Companies Accountable Act (HFCAA) and potential delisting from the Nasdaq if its auditor is unable to be inspected by the PCAOB. - The recent regulatory actions and statements by the PRC government and U.S. government create uncertainties for the company's operations and ability to offer securities. |
| Link to Filing | Filing |
Ibotta, Inc. (S-1/A) - April 16, 2024
Ibotta is a pioneer in success-based marketing, delivering digital promotions to over 200 million consumers through its Ibotta Performance Network (IPN). The company's technology platform uses artificial intelligence-enabled offer targeting to match and distribute the right offer to the right consumer at the right time. Ibotta works directly with over 850 different clients, representing over 2,400 different consumer packaged goods (CPG) brands, to source exclusive offers.
| Name | Ibotta, Inc. |
|---|---|
| HQ Location | Denver, Colorado, United States |
| Country/Region of Operations | United States |
| Incorporation Jurisdiction | Delaware |
| Ticker Symbol | IBTA |
| Exchange | New York Stock Exchange (NYSE) |
| Offer Size | Approximately $179.0 million |
| Number of Shares offered | 6,560,700 shares of Class A common stock |
| Offer Price | Estimated between $76.00 and $84.00 per share |
| Underwriters | Goldman Sachs & Co. LLC Citigroup BofA Securities Evercore ISI UBS Investment Bank Wells Fargo Securities Citizens JMP Needham & Company Raymond James |
| Industry | Services-Advertising [7310] |
| Sales/Revenue (2023) | $320.0 million |
| Net Income/Loss (2023) | Net income of $38.1 million |
| Total Liabilities | $198.2 million in current liabilities, $64.4 million in convertible notes |
| Cash and Cash Equivalents | $62.6 million as of December 31, 2023 |
| Use of Proceeds | The company estimates the net proceeds to it from the sale of shares in this offering will be approximately $179.0 million, which it intends to use for general corporate purposes, including working capital, operating expenses, and capital expenditures. |
| Dividend Policy | Ibotta does not intend to pay dividends on its common stock in the foreseeable future. |
| Risk Factors | Key risks include Ibotta's history of net losses, dependence on relationships with publishers, CPG brands, and retailers, ability to maintain and grow offer redemptions, competition, reliance on third-party technology partners, macroeconomic conditions, regulatory compliance, cybersecurity and data privacy risks, and challenges associated with being a public company. |
| Other | - Ibotta was founded in 2011 - Founder, CEO, and President Bryan Leach will hold approximately 69.74% of the voting power of Ibotta's outstanding capital stock upon completion of the offering - Ibotta qualifies as an "emerging growth company" under the JOBS Act and has elected to take advantage of certain reduced reporting requirements - Ibotta expects to be considered a "controlled company" under the listing standards of the New York Stock Exchange due to its dual class stock |
| Link to Filing | Filing |
RF Acquisition Corp II (S-1/A) - April 15, 2024
RF Acquisition Corp II is a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The company intends to focus its search on businesses in Asia within the deep technology sector, including artificial intelligence, quantum computing, and biotechnology.
| Name | RF Acquisition Corp II |
|---|---|
| HQ Location | Singapore, Singapore |
| Country/Region of Operations | Not specified, but intends to focus on target businesses in Asia |
| Incorporation Jurisdiction | Cayman Islands |
| Ticker Symbol | RFAIU (units), RFAI (ordinary shares), RFAIR (rights) |
| Exchange | NASDAQ |
| Offer Size | $100,000,000 |
| Number of Shares offered | 10,000,000 units |
| Offer Price | $10.00 per unit |
| Underwriters | EarlyBirdCapital, Inc. |
| Industry | Not specified, but intends to focus on target businesses in the deep technology sector in Asia, including artificial intelligence, quantum computing, and biotechnology |
| Sales/Revenue | Unknown |
| Net Income/Loss | Unknown |
| Total Liabilities | Unknown |
| Cash and Cash Equivalents | Unknown |
| Use of Proceeds | The proceeds will be used to fund the company's initial business combination. Approximately $100,500,000 will be held in a trust account. |
| Dividend Policy | The company may retain all of its available funds and any future earnings following an initial business combination to fund the development and growth of its business. As a result, the company may not pay any cash dividends in the foreseeable future. |
| Risk Factors | Key risks include the company's lack of operating history and revenues, the possibility that the company may not be able to complete an initial business combination within the required timeframe, potential issues related to acquiring and operating a business outside of the United States (particularly in China), and potential conflicts of interest between the company's management team and the company. |
| Other | - The company is an "emerging growth company" and a "smaller reporting company" under U.S. securities laws. - The company will not consummate its initial business combination with an entity or business with China operations consolidated through a VIE structure. - The company's auditor is subject to PCAOB inspections, mitigating risks related to the Holding Foreign Companies Accountable Act. - The company may face regulatory approval requirements in China related to its initial business combination. |
| Link to Filing | Filing |
Rubrik, Inc. (S-1/A) - April 16, 2024
Rubrik, Inc. is a leading data security company that has created the Rubrik Security Cloud (RSC), a cloud-native SaaS platform designed to deliver cyber resilience and secure data across the enterprise, cloud, and SaaS applications. The company's platform helps organizations achieve cyber resilience by detecting, analyzing, and remediating data security risks and unauthorized user activities.
| Name | Rubrik, Inc. |
|---|---|
| HQ Location | Palo Alto, California, USA |
| Country/Region of Operations | United States |
| Incorporation Jurisdiction | Delaware |
| Ticker Symbol | RBRK |
| Exchange | New York Stock Exchange (NYSE) |
| Offer Size | Approximately $632.6 million (or approximately $729.3 million if the underwriters' option to purchase additional shares is exercised in full) |
| Number of Shares offered | 23,000,000 shares of Class A common stock |
| Offer Price | Estimated initial public offering price of $29.50 per share (midpoint of the price range) |
| Underwriters | Goldman Sachs & Co. LLC Barclays Citigroup Wells Fargo Securities Guggenheim Securities Mizuho Truist Securities BMO Capital Markets Deutsche Bank Securities KeyBanc Capital Markets Cantor CIBC Capital Markets Capital One Securities Wedbush Securities SMBC Nikko |
| Industry | Software - Prepackaged Software |
| Sales/Revenue (FY 2024) | $627.9 million |
| Gains/Losses (FY 2024) | $(354.2) million |
| Total Liabilities | $591.9 million |
| Cash and Cash Equivalents | $279.3 million |
| Use of Proceeds | The company intends to use a portion of the net proceeds to repay the Bridge Notes and the remaining net proceeds for general corporate purposes, including working capital, operating expenses, and capital expenditures. The company may also use a portion of the remaining net proceeds for acquisitions or strategic investments. |
| Dividend Policy | The company has never declared or paid cash dividends on its capital stock and does not intend to pay any cash dividends in the foreseeable future. |
| Risk Factors | - The company's recent rapid growth may not be indicative of future growth - The market for data security solutions may not grow as expected - The company has a limited operating history, particularly with its RSC offering - The company may be unable to attract new customers - The company has a history of operating losses and may not achieve profitability - Customers may not renew or expand their subscriptions - The company's data security solutions could have defects or vulnerabilities - The company's information technology systems or data could be compromised - The company's use of generative AI tools poses risks - The company relies on third-party cloud providers and could be disrupted by outages - The company may not be able to successfully manage its growth |
| Other | - |
| Link to Filing | Filing |
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