Devolver Digital Sells Shares to the Public*

*Unless you live in the United States of America. In that case you are out of luck.

The widely beloved indie publisher Devolver Digital recently filed paperwork and executed transactions to sell shares in the public markets. But the company known for its over–the–top sense of humor is not joking about one thing; if you live in the United States, you are NOT invited to participate. The “Investors” section of the Devolver Digital website returns the following page for anyone located in the USA:

Why the cold shoulder?

So why is a company incorporated in Delaware, with operations based in Austin, Texas, limiting the access of American citizens from viewing its financial performance and information on purchasing its shares? Well, Devolver Digital did not want to go through the onerous process of registering its shares with the U.S. Securities and Exchange Commission. Instead, the company chose to register shares with the Financial Conduct Authority of the United Kingdom and offer shares on the London Stock Exchange‘s Alternative Investment Market, a market intended as “a market designed primarily for emerging or smaller companies to which (there is) higher investment risk.” This also lowers the complexity of, and frequency at which, the company must disclose financial information to public investors.

While this article was intended to be a discussion about the financial performance and pricing of the shares of Devolver Digital, the company’s decision not to register with U.S. regulators means that dissemination of that information is not allowed unless very specific stipulations are met. The final image of this article will be the fine print on the availability of information to U.S. investors, which is tightly limited by U.S. securities law to only “qualified institutional buyers” (i.e. those with millions of dollars).

The Future

If Devolver Digital had chosen to register with the SEC, then U.S. citizens would be able to participate in the public offering and share in the potential profits (or losses) of a publisher in their hobby. Unfortunately, this is not the case and it doesn’t seem like it will be for the foreseeable future. So far, shares have traded slightly higher since they began trading on November 4th. When and if Devolver Digital sells shares in the US is still up in the air. Below is the fine print in the LSE-AIM admission document relating to U.S. based investors. Hopefully one day we can review the company’s financial performance.

*Disclaimer: The author does not own any stock in Devolver Digital. Opinions expressed are the view of the author alone. This article is not a solicitation, investment advice, nor legal advice, it is intended for entertainment purposes only.