On Tuesday, Umbrella Solar Investment (“USI”), a company listed on BME Growth, made public through a relevant information (hecho relevante) the fact that its 100%-owned subsidiary Turbo Energy, S.A. (“Turbo Energy”) has requested the SEC to register an F-1 prospectus to carry out an initial offering of shares to US institutional investors and other investors from other jurisdictions as a prior step to Turbo Energy's listing on the NASDAQ in the US.
Among other advisors, the US investment banks Boustead Securities and CITI, together with US auditors and other legal advisers are collaborating in this transaction, including the Firm -with a very important role- as an advisor on issues of Spanish law since the Secretary of the Board of Directors of USI is our colleague Ramón Ruiz de la Torre.
The transaction is still subject to the approval by the SEC and pending closing of the offering, but this transaction entails the novel application of recently modified concepts in the Spanish Capital Companies Law, such as that of a company listed on a comparable market of a third state other than a regulated market of the European Economic Area, or the design of an innovative chain of custody structure, or a corporate governance regime that complies with the demanding regulations of the NASDAQ alternative to Spanish with the presence of independents.
The transaction also has the additional complexity that Turbo's parent USI is a BME Growth listed company with its own Spanish corporate governance regime and market abuse limitations.
As far as we know, it is the first time that a company with registered office in Spain is going to be listed through ADRs in a single market of a third country outside the Economic Area with important impressions also in terms of European market abuse or supervision.