F-1/A: ZenaTech Files Amendment No. 6 to Form F-1 Registration Statement for Direct Listing on Nasdaq

ZenaTech, an enterprise software technology company, files an amendment to its registration statement for a direct listing on the Nasdaq Capital Market, aiming to begin trading around July 16, 2024.

Summary

• ZenaTech, Inc. has filed Amendment No. 6 to its Form F-1 registration statement with the SEC.
• The company is pursuing a direct listing of its common stock on the Nasdaq Capital Market under the symbol ZENA.
• The prospectus relates to the registration of the resale of up to 102,481,427 shares of common stock by existing stockholders.
• Unlike an initial public offering, this resale is not underwritten by any investment bank.
• The Registered Stockholders may, or may not, elect to sell their shares of common stock covered by this prospectus, as and to the extent they may determine.
• The company expects its common stock to begin trading on or about July 16, 2024.
• The company has appointed Maxim Group LLC as its financial advisor for the listing.
• The company is an emerging growth company and a foreign private issuer, allowing it to comply with certain reduced reporting requirements.
• Dr. Shaun Passley, the CEO and director, controls more than 50% of the company's outstanding voting stock, making it a controlled company under Nasdaq rules.
• The company's bylaws, adopted on January 31, 2022, cover shareholder meetings, director terms, officer roles, and indemnification.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily providing factual information about the direct listing process. The lack of an underwriter and potential volatility are risks, but the company is taking steps to manage the listing process.

Positives

• The company is pursuing a direct listing on a major exchange, which can increase visibility and access to capital.
• Being an emerging growth company and a foreign private issuer allows for reduced reporting requirements, potentially saving costs.
• The company has engaged a financial advisor to assist with the listing process.

Negatives

• The resale of shares is not underwritten, meaning there is no investment bank to help stabilize the stock price.
• There is no assurance that the Nasdaq application will be approved or that trading will commence.
• The company's stock has a limited history of trading in private transactions, and these prices may not be indicative of future public market prices.
• The company is considered a controlled company, which may reduce certain corporate governance protections for shareholders.

Risks

• The Nasdaq application may not be approved, preventing the direct listing.
• The absence of an underwriter may lead to greater stock price volatility.
• Existing stockholders may choose to sell their shares, potentially creating an oversupply and depressing the stock price.
• The company's reliance on a financial advisor instead of an underwriter may result in less effective price discovery.
• As a foreign private issuer, the company will not be subject to US proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Future Outlook

The company expects its common stock to begin trading on or about July 16, 2024, contingent on Nasdaq approval. The Registered Stockholders may, or may not, elect to sell their shares of common stock covered by this prospectus, as and to the extent they may determine.

Industry Context

Direct listings are an alternative to traditional IPOs, allowing existing shareholders to sell shares without underwriters. This approach is becoming more common, but it can also lead to increased volatility due to the lack of price stabilization mechanisms typically provided by underwriters.

Comparison to Industry Standards

• Comparable companies that have pursued direct listings include Spotify and Slack.
• Unlike traditional IPOs, direct listings rely on market forces to determine the opening price, which can result in greater price volatility.
• The absence of underwriters means there is no stabilization mechanism, such as an option to purchase additional shares, which is common in underwritten IPOs.

Stakeholder Impact

• Shareholders may experience volatility in the stock price.
• Employees may benefit from increased company visibility and potential growth.
• Customers may see improved products and services as a result of increased access to capital.

Next Steps

• Secure approval from Nasdaq for the direct listing.
• Registered Stockholders to determine if and when to sell their shares.
• Commence trading on the Nasdaq Capital Market.

Key Dates

Keywords

direct listing, Nasdaq, ZenaTech, common stock, resale, emerging growth company, foreign private issuer, financial advisor, Maxim Group LLC, Shaun Passley