Business Context and Reporting Period
DoubleDown Interactive Co., Ltd. filed this Form 6-K for August 2021. The filing reports the pricing and underwriting arrangements for the company’s initial public offering of American Depositary Shares (ADSs), rather than periodic operating or financial results.
Offering and Key Financial Metrics
- The offering comprises 6,316,000 ADSs at a public offering price of $18.00 per ADS, before underwriting discounts and commissions.
- The company is offering 5,263,000 ADSs, representing approximately $94.7 million of gross proceeds before underwriting discounts, commissions, and offering expenses.
- STIC Special Situation Diamond Limited, the selling shareholder, is offering 1,053,000 ADSs, representing approximately $19.0 million of gross proceeds to the selling shareholder, not the company.
- Total base offering proceeds are approximately $113.7 million before underwriting discounts and commissions.
- Each ADS represents 0.05 common share. The base offering therefore represents approximately 315,800 common shares in total, including approximately 263,150 shares sold by the company.
- The selling shareholder granted the underwriters a 30-day option to purchase up to an additional 947,400 ADSs at the offering price, representing approximately $17.1 million of additional gross proceeds to the selling shareholder if exercised.
- The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating-performance metrics for the reporting period.
Material Changes and Transaction Status
- The company entered into the Underwriting Agreement on August 30, 2021, with STIC Special Situation Diamond Limited as selling shareholder and B. Riley Securities, Inc. as representative of the underwriters.
- The registration statement on Form F-1 became effective on August 30, 2021.
- The offering was expected to close on September 2, 2021, subject to customary closing conditions. Accordingly, the filing does not establish that the offering had closed as of August 31, 2021.
- The transaction will increase the company’s publicly traded ADSs and provide the company with gross primary-offering proceeds, although the filing does not state the final net proceeds or their intended use.
Outlook, Risks, and Unusual Items
The filing contains forward-looking statements regarding the expected consummation of the offering and other future matters. Completion was subject to closing conditions and other uncertainties beyond the company’s control. The filing does not provide operating guidance or a business outlook.
The offering is the principal unusual item disclosed. The underwriting agreement’s full terms are incorporated by reference as Exhibit 1.1. The company furnished a pricing press release as Exhibit 99.1; the press release was not deemed filed for purposes of Section 18 of the Securities Exchange Act.
Important Facts for Investors to Verify
- Whether the offering closed on September 2, 2021 and the final number of ADSs issued.
- The final underwriting discounts, commissions, offering expenses, and net proceeds received by the company.
- Whether the underwriters exercised any portion of the selling shareholder’s 30-day option.
- The company’s intended use of the primary offering proceeds.
- The complete terms of the Underwriting Agreement and the risk factors in the effective Form F-1 registration statement.