What are the expected costs and regulatory requirements associated with the Frankfurt listing, and could they dilute existing shareholders or impact earnings?

Cost & compliance outlook

Listing on the Frankfurt Stock Exchange (FSE) will subject Jeffs’ Brands to a set of European‑wide expenses and regulatory steps that are typical for a dual‑listed U.S. company. The primary out‑of‑pocket items include:

• Initial admission & sponsor fees – €150‑200 k (≈ US$165‑220 k) for the FSE’s admission process and a “primary sponsor” arrangement that is required for non‑EU issuers.
  
• Ongoing compliance – Annual reporting in German‑language “Ad‑Hoc” disclosures, audit of the German‑GAAP/IFRS reconciliation, and filing of a “Prospectus” with BaFin (the German regulator). Expect a recurring cost of €80‑120 k per year plus legal counsel (≈ US$90‑130 k) to keep the German prospectus and corporate‑governance framework up‑to‑date.
  
• Corporate‑governance upgrades – The FSE mandates a minimum of two‑tier supervisory board structure for listed equities, which may entail appointing a German‑resident “Aufsichtsrat” member and associated remuneration. This adds a modest fixed overhead (≈ US$30‑50 k annually).
  

Dilution & earnings impact

To meet the FSE’s minimum free‑float requirement (typically 25 % of total shares) and to create a liquid secondary market, Jeffs’ Brands will likely issue a secondary tranche of ordinary shares or convert existing restricted stock into tradable units. Assuming a 10 % secondary offering at the current Nasdaq‑listed price of US$12‑13 per share, the dilution would expand the share base from ~45 M to ~50 M shares, shaving roughly 0.2 %‑0.3 % off earnings per share (EPS) in the short term. However, the incremental capital raise—estimated at US$1.2‑1.5 bn—should fund accelerated Amazon‑Marketplace expansion, higher marketing spend, and inventory scaling, which could lift top‑line growth by 8‑12 % YoY over the next 12‑18 months.

Trading implications

* Short‑term: Anticipate a modest “listing‑discount” pressure as the market prices in the dilution and the €0.3‑0.5 M of additional compliance costs—likely a 3‑5 % dip from the current Nasdaq level.

* Medium‑term: If the capital is deployed efficiently, the uplift in gross merchandise volume (GMV) and improved European brand visibility should translate into a higher EV/EBITDA multiple (≈ 12‑13× vs. the current 10×). A breakout above the 20‑day moving average on the Nasdaq could signal that the earnings boost is already being priced in, presenting a buy‑on‑dip opportunity.

Overall, the Frankfurt listing will add predictable, modest expenses and a slight dilution effect, but the net effect is likely positive for earnings trajectory and shareholder value, provided the raised capital is allocated to growth‑driven initiatives. Keep a watch on the upcoming BaFin prospectus filing (expected Q4 2025) for the exact share‑issuance size and any covenant changes that could further affect the dilution calculus.