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What Has Changed Since the Initial S-1 Filing?

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What Has Changed Since the Initial S-1 Filing?

ROKIT America's Nasdaq Listing: The Offering of 263万1579 Shares Disclosed in Its S-1/A and the Conditions Still Outstanding# ROKIT America's Nasdaq Listing: The Offering of 263万1579 Shares Disclosed in Its S-1/A and the Conditions Still Outstanding

What Has Changed Since the Initial S-1 Filing? - An informational graphic summarizing the key points
What Has Changed Since the Initial S-1 Filing? - An informational graphic summarizing the key points

ROKIT America's (ROKIT America) planned Nasdaq listing has progressed beyond a proposal, with the number of shares to be offered and the expected price range now disclosed. The latest publicly available S-1/A specifies 263万1,579 shares of common stock and an estimated offering price range of 8.50~10.50 dollars per share. However, based solely on the information publicly available as of 2026-09-18, neither the completion of the listing nor the final offering price can be considered confirmed.

What Has Changed Since the Initial S-1 Filing?

ROKIT America publicly filed Form S-1 with the U.S. Securities and Exchange Commission (SEC) on 2026-04-15. At that time, the preliminary prospectus stated that the company intended to list on Nasdaq under the ticker symbol 'RKAM,' but the number of shares to be offered and the estimated offering price were left blank.

What Has Changed Since the Initial S-1 Filing? - An informational graphic summarizing the key changes from the initial S-1 filing
What Has Changed Since the Initial S-1 Filing? - An informational graphic summarizing the key changes from the initial S-1 filing

An S-1/A was subsequently filed on May 8, followed by another amended S-1/A disclosed on June 4. Therefore, when reviewing reports about the S-1/A filing on May, it is important to examine not only the terms described in the original reports but also the latest amendment published on June 4.

The S-1/A published by the SEC on June 4 states that ROKIT America plans to offer 263万1,579 shares of common stock, with an estimated offering price range of 8.50~10.50 dollars per share. The assumed price used to calculate the offering figures is 9.50 dollars, the midpoint of that range.

Applying 9.50 dollars gives a base offering size of approximately 2,500万 dollars. This figure is calculated using the assumed price in the S-1/A, not a final offering price.

The 9.50-Dollar Offering Price Is Not Final

The most important figure to distinguish here is 9.50 dollars. The S-1/A presents an estimated offering price range of 8.50~10.50 dollars and uses the midpoint of 9.50 dollars as the basis for several calculations.

What Has Changed Since the Initial S-1 Filing? - An informational graphic explaining why the 9.50-dollar offering price is not final
What Has Changed Since the Initial S-1 Filing? - An informational graphic explaining why the 9.50-dollar offering price is not final

Therefore, 9.50 dollars should not be interpreted as an already finalized IPO price.

The S-1/A explains that the offering price will be determined through discussions between the company and its underwriters. Market conditions, the company's financial performance and outlook, the share prices of comparable publicly traded companies, and investor demand are also identified as factors to be considered when setting the price.

The preliminary prospectus itself also makes clear that its information is incomplete and subject to change.

How Much of ROKIT America Will ROKIT Healthcare Own After the Offering?

According to the S-1/A, there are 2,500万100 shares outstanding before the offering, all held by ROKIT Healthcare.

What Has Changed Since the Initial S-1 Filing? - An informational graphic summarizing ROKIT Healthcare's ownership after the offering
What Has Changed Since the Initial S-1 Filing? - An informational graphic summarizing ROKIT Healthcare's ownership after the offering

If 263万1,579 shares are added through the base offering, the number of shares outstanding immediately afterward will reach 2,763万1,679. At that point, ROKIT Healthcare's ownership percentage shown in the S-1/A is 90.48%.

The underwriters have also been granted an option to purchase up to an additional 39万4,737 shares. If this option is exercised in full, the number of outstanding shares could increase to 2,802万6,416.

Therefore, the statement that ROKIT Healthcare will retain approximately 90% after the offering can be understood in the context of the base offering structure. However, the actual final ownership percentage must be checked again against the terms in effect when the offering is completed.

Applying for a Nasdaq Listing Is Not the Same as Being Listed

ROKIT America has applied to list its common stock on the Nasdaq Global Market under the ticker symbol 'RKAM.'

However, filing an S-1/A with the SEC does not, by itself, mean that Nasdaq has approved the listing.

The S-1/A dated June 3 explicitly acknowledges the possibility that the shares may not be listed on the Nasdaq Global Market. The offering is also conditional on receiving Nasdaq listing approval.

For this reason, 'filing an S-1/A,' 'proceeding through SEC-related processes,' 'obtaining Nasdaq listing approval,' 'determining the final offering price,' and 'commencing share trading' must each be treated as separate milestones.

Another Amendment Was Filed After the May Report

This is also why the issue is worth revisiting now.

The report published on May 11 described the offering terms primarily based on the S-1/A filed on May 8. Subsequently, SEC records show that another S-1/A was published on June 4.

The amendment dated June also confirms the key terms: 263万1,579 shares to be offered, an estimated offering price range of 8.50~10.50 dollars, a midpoint of 9.50 dollars, and the ticker symbol RKAM.

Maxim Group LLC is identified as the underwriter, and all 263万1,579 shares in the base offering are designated as shares subject to underwriting.

What Should Investors Check Next?

The most important distinction in the currently available disclosures is between 'pursuing a listing' and 'completing a listing.'

ROKIT America has published an S-1/A specifying the number of shares to be offered and the estimated price range, and it has applied for a listing on the Nasdaq Global Market. However, the SEC filing does not indicate that the offering price or timetable has been finalized, and it explicitly states that a Nasdaq listing is not guaranteed.

The next steps are therefore to check the final offering price, whether Nasdaq listing approval is granted, and when the actual trading commencement date is established. If new SEC filings or definitive company announcements become available, decisions should be based on the latest information rather than the preliminary terms reported on May.

※ This article is provided for informational purposes to help readers understand market developments. It is not an investment recommendation for any particular security or asset. All investment decisions and their associated risks remain the responsibility of the individual investor.

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이 포스팅은 쿠팡 파트너스 활동의 일환으로, 이에 따른 일정액의 수수료를 제공받습니다.

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