F-1/A: Kaspi.kz Seeks U.S. IPO, Offering 9 Million ADSs

Kaspi.kz, a Kazakhstan-based technology company, is planning an initial public offering in the U.S., offering 9 million American Depositary Shares (ADSs).

Summary

• Kaspi.kz, a Joint Stock Company from Kazakhstan, is planning an initial public offering (IPO) in the United States.
• The IPO involves offering 9,000,000 American Depositary Shares (ADSs), each representing one common share.
• The selling shareholders are Mr. Vyacheslav Kim, Mr. Mikheil Lomtadze, and Asia Equity Partners Limited.
• The company will not receive any proceeds from the sale of ADSs by the selling shareholders.
• The ADSs are expected to be listed on the Nasdaq Global Select Market under the symbol KSPI.
• The closing price of Regulation S global depositary receipts (Regulation S GDRs) on the London Stock Exchange (LSE) was $97.00 per Regulation S GDR on January 16, 2024.
• The initial public offering price is expected to be similar to the trading price of Regulation S GDRs on the LSE and will be determined based on the bookbuilding process and the closing price of Regulation S GDRs on the pricing date of the offering.
• Upon completion of the offering, a total of 186,360,876 ADSs will be outstanding, including the ADSs being offered by this prospectus.
• The underwriters have an option to purchase up to an additional 1,350,000 ADSs from the selling shareholders within 30 days after the date of the prospectus.
• Kaspi.kz is a foreign private issuer and will be eligible for reduced public company disclosure requirements.
• Kazakhstan law prohibits or restricts the ability of legal entities registered in certain jurisdictions, including the U.S. Virgin Islands, Wyoming, Guam, Delaware and the Commonwealth of Puerto Rico, from owning common shares or exercising voting rights in respect of the ADSs.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting the company's growth, market position, and future opportunities. However, it also acknowledges certain risks and challenges, resulting in a moderate sentiment score.

Positives

• The ADSs are expected to be listed on the Nasdaq under the symbol KSPI.
• The underwriters have an option to purchase up to an additional 1,350,000 ADSs.

Negatives

• The company will not receive any proceeds from the sale of ADSs.
• Kazakhstan law restricts ownership by entities in certain jurisdictions, including the U.S. Virgin Islands, Wyoming, Guam, Delaware and the Commonwealth of Puerto Rico.

Risks

• Investing in the ADSs involves risks, as detailed in the Risk Factors section of the prospectus.
• Kazakhstan law prohibits or restricts the ability of legal entities registered in certain jurisdictions, including the U.S. Virgin Islands, Wyoming, Guam, Delaware and the Commonwealth of Puerto Rico, from owning common shares or exercising voting rights in respect of the ADSs.

Future Outlook

The growth opportunity ahead is substantial, and Kaspi.kz believes it can keep growing by innovating and digitalizing more aspects of daily life in Kazakhstan and the region.

Management Comments

• Our mission is to improve peoples daily lives by developing innovative, highly relevant, world-class mobile services.
• Being Super App-first is the basis of our business and the main reason for our success.
• The growth opportunity ahead is substantial.
• We believe we can keep growing by innovating and digitalizing more aspects of daily life.
• We have an experienced, execution-driven management team that wants to take Kaspi.kz to other markets.
• Our ambition is to serve 100 million users, up from 13.5 million currently.

Industry Context

Kaspi.kz operates in the mass-market online payments, marketplace, fintech and e-grocery industries in Kazakhstan, which are highly dependent on economic stability, growth, and consumer spending.

Comparison to Industry Standards

• The document compares Kaspi.kz's products and services to those of other leading global super apps and digital platforms, including Amazon, Google Pay, PayPal, and others.
• Kaspi.kz's Average DAU to Average MAU ratio reached 65% in September 2023, which is one of the highest levels of daily engagement among selected major mobile applications globally as of June 30, 2023, according to the ADL Report.
• In 2022, Kaspi.kz processed more transactions through its proprietary payment network than were processed by Mastercard and Visa combined in Kazakhstan.
• Based on the results of a survey conducted by KResearch for October 2022 September 2023, Kaspi.kz was number one in brand awareness across our major product categories.

Stakeholder Impact

• Shareholders: The IPO provides an opportunity for existing shareholders to realize value and for new investors to participate in the company's growth.
• Employees: The company's success and growth plans could lead to increased opportunities for employees.
• Customers: The company's focus on innovation and improving daily lives suggests a positive impact on customers through better products and services.
• Merchants: The company's efforts to connect merchants with consumers and provide value-added services could benefit merchants.
• Suppliers: The company's growth could lead to increased demand for suppliers' products and services.

Next Steps

• The ADSs are expected to be listed on the Nasdaq Global Select Market under the symbol KSPI.
• The underwriters expect to deliver the ADSs to purchasers in this offering on or about , 2024 through the book-entry facilities of The Depository Trust Company.

Key Dates

Keywords

Kaspi.kz, IPO, ADSs, offering, Kazakhstan, LSE, Nasdaq, GDRs, shares, depositary