IPO - Concorde International Group Ltd.

Form Type: 424B4

Filing Date: 2025-04-21

Corporate Action: Ipo

Type: New

Accession Number: 000121390025033795

Filing Summary: Concorde International Group Ltd is planning its initial public offering (IPO) of 1,250,000 Class A Ordinary Shares at a price of $4.00 per share, aiming to raise $5 million. There is no prior public market for these shares, and they are set to begin trading on the Nasdaq Capital Market under the symbol 'CIGL' starting April 22, 2025. The company has a dual-class share structure with Class A and Class B Ordinary Shares, where Class B shares confer 100 votes per share. The founding shareholders currently hold 100% of the voting power, but after the IPO, they will retain approximately 97.57% of the voting rights. The prospectus highlights the company's status as an emerging growth company, allowing it to comply with reduced public company reporting requirements. Furthermore, it will operate as a controlled company on Nasdaq, exempting it from certain corporate governance requirements. Investors are cautioned about the risks associated with the offering, including high volatility and customer concentration risks. The offering includes a 45-day option for underwriters to purchase an additional 187,500 shares. The financial highlights indicate expected proceeds of $4,625,000 after underwriting discounts and commissions, with a significant portion of revenue coming from recurring contracts in their i-Guarding services.

Form Type: 8-A12B

Filing Date: 2025-04-21

Corporate Action: Ipo

Type: New

Accession Number: 000121390025033502

Filing Summary: Concorde International Group Ltd has filed a Form 8-A12B for the registration of Class A Ordinary Shares, par value $0.00001 per share, as part of its initial public offering. The shares will be listed on The Nasdaq Stock Market LLC and the associated Securities Act registration statement is number 333-281799, which was originally filed on August 27, 2024. The form's filing indicates that no other securities of the company are currently registered on the same exchange, and it confirms compliance with Section 12 of the Securities Exchange Act of 1934. The filing is authorized by Swee Kheng Chua, the Chief Executive Officer and Chairman of the company.

Form Type: CORRESP

Filing Date: 2025-03-27

Corporate Action: Ipo

Type: New

Accession Number: 000101376225003188

Filing Summary: Concorde International Group Ltd has filed a request for acceleration of the effective date of its Registration Statement on Form F-1. The company, represented by R.F. Lafferty & Co., Inc., aims for the registration to become effective at 4:00 p.m. Eastern Time on March 31, 2025. This request aligns with the initial public offering processes and highlights compliance with relevant SEC regulations including Rule 460 and Rule 15c2-8. The submission includes information about the distribution of preliminary prospectuses to underwriters or dealers participating in the security distribution.

Form Type: F-1/A

Filing Date: 2025-01-07

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025001704

Filing Summary: Concorde International Group Ltd is filing Amendment No. 5 to its registration statement under the Securities Act of 1933. This amendment is specifically for the purpose of filing Exhibit 99.9, which is a request for waiver and representation under Item 8.A.4 of Form 20-F. The document reiterates that it does not modify any portion of the prospectus already forming part of the registration statement, thus omitting the preliminary prospectus. Details include the company’s incorporation in the British Virgin Islands, its principal office located in Singapore, and a note indicating it is an emerging growth company. Additionally, the amendment outlines indemnification provisions for directors and officers under the BVI Act, and recent sales of unregistered securities, including details about a convertible note financing with Softbank Robotics Singapore Pte Ltd and the issuance of Class B Ordinary Shares related to a share-based compensation plan. It summarizes recent share transactions and indicates compliance with relevant regulations regarding exemptions from registration under the Securities Act.

Form Type: CORRESP

Filing Date: 2024-11-26

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024102938

Filing Summary: Concorde International Group Ltd. submitted responses to the U.S. Securities and Exchange Commission's comments on their Amendment No. 2 to the Registration Statement on Form F-1 filed on November 5, 2024. The company reported the issuance of 20,788,886 Class B Ordinary Shares to board members, executives, and existing shareholders, attributing a total value of $83,155,336 for share-based compensation, substantially higher than the nominal consideration of $208. This adjustment reflects the expected public offering price of $4.00 per share. The financial valuation utilized a combination of unlevered cash flow projections and comparisons to market multiples from comparable companies. The analysis indicated an enterprise value of approximately $80.9 million, establishing groundwork for the company's planned initial public offering of 1,250,000 Class A ordinary shares at the same price point. The responses include detailed methodologies used for the valuation and justifications for pricing adjustments in the financial statements.

Form Type: CORRESP

Filing Date: 2024-09-17

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024079530

Filing Summary: Concorde International Group Ltd. submitted responses to comments from the U.S. Securities and Exchange Commission (SEC) regarding their Registration Statement on Form F-1 filed on August 27, 2024. An amendment (Amendment No. 1) to the Registration Statement is also being submitted concurrently. Key points addressed include discrepancies in the Use of Proceeds section where the net proceeds were clarified, and adjustments were made to the dilution amount disclosed to new investors in the offering. The net proceeds are now indicated to be $4,400,000 with a dilution amount revised to $3.68. The letter includes direct responses to each staff comment, ensuring compliance and clarity.

Form Type: DRSLTR

Filing Date: 2024-07-23

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024063677

Filing Summary: Concorde International Group Ltd. submitted responses to comments from the U.S. Securities and Exchange Commission (SEC) regarding their Amendment No.1 to the Draft Registration Statement on Form F-1. The company addresses various comments including the need to include indebtedness in their capitalization table, improvements in revenue from I-Guarding Services, and clarifications on liquidity and capital resources. They reported a significant increase in client revenue attributed to customer growth and new contracts. Additionally, the response revises disclosures on related party transactions, share capital, and revenue recognition consistent with SEC guidelines. The company confirms its ability to continue operations as a going concern and provides updates on profit-generating operations and necessary financing.

Form Type: DRSLTR

Filing Date: 2024-06-26

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024056248

Filing Summary: Concorde International Group Ltd. submitted a Draft Registration Statement on Form F-1 to the SEC in response to comments received from the staff on April 16, 2024. The company addressed several queries related to its business operations and financials, including clarifications on its controlled company status under Nasdaq/NYSE regulations, revenue recognition policies, the distinction of its i-Guarding services from traditional services, and strategies for geographical expansion beyond Singapore. Furthermore, they revised disclosures to ensure consistency, clarified growth strategies that rely on monthly recurring revenue, and acknowledged the need for more detailed reporting of related party transactions and financial statements. This letter represents the latest communications as the company proceeds with the registration process for its initial public offering.

Form Type: DRSLTR

Filing Date: 2024-03-20

Corporate Action: Ipo

Type: New

Accession Number: 000121390024024185

Filing Summary: On March 20, 2024, Concorde International Group Ltd submitted a draft Registration Statement on Form F-1 for a proposed initial public offering (IPO) of its securities in the United States. The submission is made via EDGAR to the U.S. Securities and Exchange Commission on a confidential basis in compliance with the Jumpstart Our Business Startups Act (JOBS Act). The Company qualifies as an 'Emerging Growth Company' and confirms that it has not previously filed a registration statement under the Securities Act of 1933. The Company commits to publicly file the Registration Statement at least 15 days prior to any road show or, if absent, at least 15 days before the requested effective date for its listing on a national securities exchange.