F-1/A: Libera Gaming Files 13th IPO Amendment, Adds Auditor Consent

Libera Gaming Operations, Inc. filed its thirteenth amendment to its F-1 registration statement, primarily to include the consent of its independent registered public accounting firm.

Summary

• This is Pre-Effective Amendment No. 13 to Libera Gaming Operations, Inc.'s Form F-1 registration statement.
• The primary purpose of this amendment is to file Exhibit 23.1, which is the Consent of MaloneBailey, LLP, the independent registered public accounting firm.
• The amendment also updates and restates the exhibit index in Part II of the Registration Statement.
• No other changes have been made to the Registration Statement, apart from the cover page and Part II.
• The prospectus included in the Registration Statement remains unchanged from Amendment No. 12, which was filed on August 22, 2025.
• Libera Gaming Operations, Inc. is a Japanese company and is classified as an emerging growth company.
• The proposed sale to the public is expected to occur as soon as practicable after the effective date of the registration statement.
• The company's articles of incorporation and Japanese Companies Act provisions detail indemnification and liability limitations for directors and corporate auditors.
• Libera Gaming intends to appoint Ferdinand Groenewald as an independent director upon the successful listing of its common shares on Nasdaq.
• Since 2013, the company has engaged in unregistered stock issuances, including 379,234 stock acquisition rights allotted to HeartCore on October 21, 2023, for consulting services related to the IPO.
• These stock acquisition rights are exercisable from November 1, 2023, to October 31, 2033, at an exercise price of $0.01 per common share, conditional on the IPO's completion.

Sentiment

Score: 5

Explanation: This amendment is a standard procedural step in the IPO process, primarily filing an auditor's consent. It doesn't contain new operational or financial information to significantly alter sentiment, though the number of amendments suggests a lengthy process.

Positives

• The filing of the auditor's consent (MaloneBailey, LLP) is a necessary procedural step, indicating continued progress towards the company's initial public offering (IPO).
• The intention to appoint Ferdinand Groenewald as an independent director upon Nasdaq listing enhances corporate governance and aligns with public company standards.
• The company maintains directors and officers liability insurance, providing protection for its management and board members.

Negatives

• This being the thirteenth amendment suggests a prolonged and potentially complex IPO registration process.
• The amendment does not contain any new financial results, operational updates, or strategic announcements, limiting new insights for investors.

Risks

• Indemnification for liabilities arising under the Securities Act for directors, officers, and controlling persons may be deemed against public policy by the U.S. Securities and Exchange Commission and therefore unenforceable.

Future Outlook

The company anticipates the proposed sale to the public will occur as soon as practicable after the effective date of this registration statement. It also intends to appoint Ferdinand Groenewald as an independent director upon the successful listing of its common shares on Nasdaq. The company undertakes to file post-effective amendments to update the prospectus with any required information, reflect fundamental changes, and include material information regarding the plan of distribution or financial statements.

Management Comments

• We intend to appoint Ferdinand Groenewald as an independent director effective upon the successful listing of our common shares on the Nasdaq.

Industry Context

This filing represents a procedural step in the ongoing initial public offering (IPO) process for Libera Gaming Operations, Inc., a Japanese gaming company. Its pursuit of a Nasdaq listing reflects a broader trend of international companies seeking access to the U.S. capital markets for enhanced liquidity, investor visibility, and potential valuation benefits. The gaming industry continues to attract investor interest, and a successful IPO would provide Libera Gaming with capital for growth and expansion.

Comparison to Industry Standards

• NA, as this filing is purely procedural and does not contain operational or financial performance data for comparison against industry benchmarks or specific comparable companies.

Management Changes

Corporate Governance

Related Party Transactions

• On October 21, 2023, the company allotted 379,234 stock acquisition rights to HeartCore Enterprises, Inc. in exchange for services rendered as a consultant in connection with the proposed initial public offering.
• A Consulting and Services Agreement was executed on March 13, 2023, between Libera Gaming Operations, Inc. and HeartCore Enterprises, Inc.
• An Amendment No. 1 to the Consulting and Services Agreement was dated June 19, 2024, among Libera Gaming Operations, Inc., HeartCore Enterprises, Inc., and HeartCore Financial, Inc.
• A 1st Stock Acquisition Rights Transfer Confirmation Agreement was dated June 19, 2024, among Libera Gaming Operations, Inc., HeartCore Enterprises, Inc., and HeartCore Financial, Inc.

Stakeholder Impact

• Shareholders: The ongoing IPO process, while prolonged, aims to provide increased transparency and potential liquidity for existing shareholders. The allotment of stock acquisition rights to a consultant could lead to future dilution.
• Directors and Officers: The company maintains directors and officers liability insurance and has provisions for indemnification and liability limitation, offering protection in their roles.
• HeartCore Enterprises, Inc.: As a consultant, HeartCore has received stock acquisition rights, aligning its interests with the successful completion of the IPO.

Next Steps

• The registration statement needs to become effective, either through a further amendment or SEC determination.
• The company plans for the proposed sale to the public to commence as soon as practicable after the effective date.
• Upon successful listing of common shares on Nasdaq, Ferdinand Groenewald is intended to be appointed as an independent director.
• The company will file post-effective amendments as required to update the prospectus with new information, reflect fundamental changes, or include financial statements.

Key Dates

Recommendation

This filing is a procedural amendment to an F-1 registration statement, primarily to include an auditor's consent. It does not contain new financial results, operational updates, or strategic shifts that would warrant a change in investment recommendation. The ongoing IPO process is a known factor, and this amendment represents a standard step towards it, albeit a delayed one given it's the 13th amendment. Investors should hold pending more substantive updates or the IPO's effective date.

Keywords

Libera Gaming Operations, F-1/A, SEC Filing, IPO, Registration Statement, MaloneBailey, HeartCore, Corporate Governance, Japan, Gaming, Nasdaq Listing