Vertical Data Inc. Files for IPO
Ticker: VDTA · Form: S-1 · Filed: Jan 10, 2025 · CIK: 2033264
Sentiment: neutral
Topics: ipo, registration-statement, sec-filing
TL;DR
Vertical Data Inc. just filed for an IPO, get ready for some new shares.
AI Summary
Vertical Data Inc. filed an S-1 registration statement with the SEC on January 10, 2025, to register an unspecified number of securities for a proposed public sale. The company, incorporated in Nevada, has its principal executive offices in Las Vegas, NV. The filing indicates a potential offering under the Securities Act of 1933.
Why It Matters
This S-1 filing signals Vertical Data Inc.'s intention to become a publicly traded company, which could lead to increased liquidity and capital for growth, impacting investors and the competitive landscape.
Risk Assessment
Risk Level: medium — As an S-1 filing, it represents an early stage of the IPO process, with many details about the offering and company financials yet to be disclosed, introducing inherent uncertainties.
Key Numbers
- 333-284187 — SEC File Number (Identifies the specific SEC registration)
- 25520230 — Film Number (Internal SEC processing number)
Key Players & Entities
- Vertical Data Inc. (company) — Registrant
- Nevada (jurisdiction) — State of incorporation
- January 10, 2025 (date) — Filing date
- 1933 Act (regulation) — Securities Act under which registration is filed
- REPUBLIC REGISTERED AGENT LLC (company) — Agent for service
- Lucosky Brookman LLP (company) — Legal counsel
- Joseph M. Lucosky (person) — Legal counsel
- Scott E. Linsky (person) — Legal counsel
FAQ
What is the total number of securities Vertical Data Inc. intends to register and offer?
The S-1 filing does not specify the total number of securities to be registered or offered; it only states 'an unspecified number of shares of common stock'.
What is the proposed price range for the securities being offered?
The S-1 filing does not provide a proposed price range for the securities.
What is the primary business of Vertical Data Inc.?
The provided excerpt does not detail the primary business of Vertical Data Inc., only its legal and filing information.
When is the anticipated effective date for this registration statement?
The filing states that the commencement of the proposed sale to the public will be 'as soon as practical after the effective date of this registration statement', but does not provide a specific effective date.
Who are the principal underwriters for this offering?
The S-1 filing excerpt does not name any principal underwriters for the offering.
Filing Stats: 4,394 words · 18 min read · ~15 pages · Grade level 16.7 · Accepted 2025-01-10 06:23:43
Key Financial Figures
- $0.0001 — 40,703,052 shares of our common stock, $0.0001 par value (the “shares”). W
- $0.50 — ommon stock will be an assumed price of $0.50 per share. Each selling stockholder m
- $100 million — of respondents are allocating more than $100 million to the data center sector, while 44% ar
- $500 m — tor, while 44% are allocating more than $500 million, in 2024. 2 Sales and Marketi
Filing Documents
- forms-1.htm (S-1) — 954KB
- ex3-1.htm (EX-3.1) — 7KB
- ex3-2.htm (EX-3.2) — 17KB
- ex23-1.htm (EX-23.1) — 4KB
- ex107.htm (EX-FILING FEES) — 13KB
- forms-1_001.jpg (GRAPHIC) — 8KB
- aud_001.jpg (GRAPHIC) — 8KB
- ex3-1_001.jpg (GRAPHIC) — 426KB
- ex3-1_002.jpg (GRAPHIC) — 812KB
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- ex3-2_001.jpg (GRAPHIC) — 112KB
- ex3-2_002.jpg (GRAPHIC) — 969KB
- ex3-2_003.jpg (GRAPHIC) — 680KB
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- ex3-2_022.jpg (GRAPHIC) — 565KB
- 0001493152-25-001537.txt ( ) — 45702KB
- ex107_htm.xml (XML) — 4KB
USE OF PROCEEDS
USE OF PROCEEDS 25 DETERMINATION OF OFFERING PRICE 25 DIVIDEND POLICY 25 MARKET FOR SECURITIES 25 SELLING STOCKHOLDERS 25 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 28 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 28
BUSINESS
BUSINESS 35 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 37
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 41 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 42
DESCRIPTION OF SECURITIES
DESCRIPTION OF SECURITIES 42 PLAN OF DISTRIBUTION 44 LEGAL MATTERS 52 INTEREST OF NAMED EXPERTS 52 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES 52 AVAILABLE INFORMATION 52
– FINANCIAL INFORMATION
Part I – FINANCIAL INFORMATION F-1 Part II II-1 INFORMATION NOT REQUIRED IN PROSPECTUS II-1 i You should rely only on information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted. For investors outside the United States: Neither we nor the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside of the United States. The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. Neither we nor the underwriters have done anything that w
Business
Business Overview We are an early development-stage systems and solutions technology provider delivering high performance computer solutions to enterprise and data center clients. We distribute computer systems and information technology (“IT”) systems including graphics processing unit (“GPU”) servers, storage solutions, system components, software, networking and communications equipment, and related complementary products and services. Our business model entails distributing technology products from original equipment manufacturers (“OEMs”) as well as suppliers of next-generation technologies and delivery models such as converged and hyper-converged infrastructure. We purchase peripherals, IT systems, systems components, software, and networking equipment from a network of suppliers and sell them to our data center and enterprise customers. As part of our business, we will also engage in the coordination and provision of data center services and hosting services for our customers. While providing the business services mentioned above to our clients, we are also continuing research and development in order to develop our own hardware devices and software to sell into our existing channels. Our business is characterized by high volumes of sales and price sensitivity by our end users. The market for IT products is generally characterized by declining unit prices and short product life cycles. We set our sales price based on the market supply and demand characteristics for each particular product or bundle of products we distribute and services we provide. In addition, we try to provide just-in-time delivery of the IT products to avoid taking significant inventory which allows us to ensure positive working capital cycles and to ensure our product offerings tie with current market demands. We are highly dependent on the end-market demand for IT products and on our partners’ strategic initiatives and business models.