BSEC rejects Brain Station 23's bid to convert SME listing into IPO

Brain Station 23 PLC cannot convert its existing application to list on the SME Board through a Qualified Investor Offer (QIO) into an initial public offering (IPO) application for the main market, the Bangladesh Securities and Exchange Commission (BSEC) has said.

In a letter to the company, the commission said the Bangladesh Securities and Exchange Commission (Qualified Investor Offer by Small Capital Company) Rules, 2022 contain no provision for converting a QIO application into an IPO application.

Brain Station 23 had applied on 28 October 2025 to list on the SME Board through the QIO route. It later wrote to the BSEC on 5 July, requesting that its application be converted into an IPO bid for the main market instead. The BSEC turned down the request, saying the existing rules do not allow such a conversion. 

Earlier, in 2024, Brain Station 23, the developer of City Bank's digital banking platform City Touch, planned to raise Tk5 crore through a QIO on the SME Board. The company had proposed issuing 50 lakh shares at a face value of Tk10 each.

LankaBangla Investments was appointed as the issue manager for the QIO. Of the funds to be raised, Tk4.70 crore was planned to be spent on purchasing computers and IT equipment, including laptops, desktops, MacBook Pros, network switches, application servers, storage servers and Wi-Fi equipment.

The BSEC approved Brain Station 23's plan to raise Tk5 crore through a QIO on 9 June 2024. However, in August that year, the company withdrew from its plan to list on the SME Board, citing business uncertainty.

At the time, Raisul Kabir, co-founder and chief executive officer of Brain Station 23, told TBS that the company had significant dependence on foreign clients and that it would not be appropriate to take on the responsibility of accepting public investment amid the prevailing business uncertainty.

The company later resumed the process of seeking an SME Board listing. Its latest attempt to convert the QIO application into a main-market IPO application, however, has been rejected by the regulator.

The company provides software development, software and application customisation, web hosting, IT support and software maintenance services. Brain Station 23 also developed the mobile application for City Touch, City Bank's digital banking platform.