From the document...

> because Morgan Stanley is not acting as an underwriter, it will not have engaged in a book building process, and as a result, it will not be able to provide input to the DMM that is based on or informed by that process

You're totally right, my bad. I read it as ".. as a financial advisor to be available to consult AS the designated market maker" - thanks for pointing that out. :)

Presumably they'll still have an initial Ask price though? Unless I'm misunderstanding something.

Spotify is not issuing new shares so they will not have any price to set. It's up to the "Registered Shareholders":

> The Registered Shareholders may sell their ordinary shares covered hereby pursuant to brokerage transactions on the NYSE at prevailing market prices at any time after the ordinary shares are listed for trading thereon.

Plus:

> prior to the opening trade, there will not be a price at which underwriters initially sold ordinary shares to the public as there would be in an underwritten initial public offering

As I said, this should be fun to watch!

Sounds like the company won't. Whoever places the first sell order on the exchange will get to determine the ask price.

I would guess that without an established price there will be a very large buy-sell spread to start that will eventually converge at a price as people lower their sell bids and raise their buy bids.

I guess it depends on whether they're issuing new shares, or just allowing the trading of any existing shares already held by people.

If Spotify isn't selling, how would an initial ask price work?

"We'll give you a share for $20"

"I'll take it!"

"No, we're not selling"

From the document:

> Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten by any investment bank. The Registered Shareholders may, or may not, elect to sell their ordinary shares covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through brokerage transactions on the New York Stock Exchange (the “NYSE”) at prevailing market prices.

So essentially early investors will be the ones [potentially] selling. The pricing should be highly volatile.

But what if NONE of the early investor wants to sell? So there are no shares afloat? Or until a ridiculously high price before they start selling?

Let say it is valued at $20B with shares at $20. What is stopping an early investors selling 1 shares at $1000, market valued at 1 Trillion, and get someone to buy that 1 shares?

My point is since there is no new shares, unless the early investor are really rushing to offload. Selling would be limited.

Yes, that is possible. Though I assume they're going through this process because investors have wanted to sell their shares.