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DoubleDown Interactive Co Ltd ADR美股招股说明书(2025-09-30版)

2025-09-30美股招股说明书A***
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DoubleDown Interactive Co Ltd ADR美股招股说明书(2025-09-30版)

This prospectus relates to the resale, from time to time, of 4,212,655 American Depositary Shares (“ADSs”), representing up to 210,632.75 commonshares of DoubleDown Interactive Co., Ltd., par value KRW10,000 per share (“Common Shares”), by STIC Special Situation Diamond Limited(including its transferees, pledgees or donees, or its respective successors, the “Selling Shareholder”). Each ADS represents 0.05 share of a CommonShare. We are registering these Common Shares represented by ADSs on behalf of the Selling Shareholder. ADSs representing the Common Shares are listed for trading on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “DDI.” OnSeptember29, 2025, the last reported sale price of such ADSs on Nasdaq was $9.31per ADS. The Selling Shareholder may sell ADSs, from time to time, in one or more offerings, at prevailing market prices at the time of sale, at prices related tothe prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The Selling Shareholder may sell ADSs in a mannerincluding, but not limited to, regular brokerage transactions, in transactions directly with market makers or investors, on a continuous or delayed basis,in privately negotiated transactions or through agents or underwriters or through a combination of those methods they may select from time to time. See“Plan of Distribution” for more information on the methods of sale that may be used by the Selling Shareholder. This prospectus describes the general terms of these securities and the general manner in which they will be offered. Each time the Selling Shareholdersells securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains specific information about the offering and thespecific terms of the securities offered. The prospectus supplement will also describe the specific manner in which these securities will be offered andmay also supplement, update or amend information contained in this prospectus. You should read this prospectus, including the information anddocuments incorporated by reference into this prospectus, and any applicable prospectus supplement before you invest. We are not offering any securities for sale under this prospectus, and we will not receive any proceeds from the sale of the ADSs by the SellingShareholder. INVESTING IN THESE SECURITIES INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 5 OFTHIS PROSPECTUS AND THE “RISK FACTORS” SECTION OF OUR ANNUAL REPORT ON FORM20-FTHATIS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. YOU SHOULD CAREFULLY CONSIDERTHESE RISK FACTORS BEFORE INVESTING IN ANY OF THESE SECURITIES OFFERED HEREIN. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSINCORPORATION OF INFORMATION BY REFERENCE CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERINGUSE OF PROCEEDSRISK FACTORSSELLING SHAREHOLDERDESCRIPTION OF SHARE CAPITALDESCRIPTION OF AMERICAN DEPOSITARY SHARES PLAN OF DISTRIBUTION Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormF-3that we filed with the U.S. Securities and Exchange Commission (the “SEC”), using a“shelf” registration process. The prospectus relates to the resale of up to 4,212,655 ADSs, representing up to 210,632.75 Common Shares, which theSelling Shareholder may sell from time to time. We will not receive any proceeds from the sale of the ADSs representing the Common Shares by theSelling Shareholder. The Selling Shareholder will pay all expenses incurred in registering these shares, including legal and accounting fees. This prospectus provides you with a general description of the securities the Selling Shareholder may offer. Each time the Selling Shareholder sellssecurities described herein, we will provide a prospectus supplement to this prospectus that contains specific information about the securities beingoffered and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information contained in thisprospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and any applicable prospectussupplement, you should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and anyapplicable prospectus supplement, together with the additional information described under the sections entitled “Incorporation of Information byReference” and “Where You Can Find More Information.” Neither we nor the Selling Shareholder have authorized anyone to provide you with information other than that contained in this prospectus orin any accompanying prospectus supplement or free