Callan JMB Inc. Files S-1/A Amendment for IPO

TL;DR

CALLAN JMB INC. AMENDS IPO FILING - GET READY FOR NEW STOCK

AI Summary

Callan JMB Inc. filed an S-1/A amendment on November 25, 2024, for its initial public offering. The company, incorporated in Nevada with its principal executive offices in Spring Branch, Texas, is seeking to register an unspecified number of securities under the Securities Act of 1933. This amendment, designated as Amendment No. 2, updates the registration statement previously filed under SEC file number 333-282879.

Why It Matters

This filing indicates Callan JMB Inc. is moving forward with its public offering, which could lead to increased liquidity and investment opportunities for shareholders.

Risk Assessment

Risk Level: medium — As this is an S-1/A filing for an IPO, the company is still in the process of going public, which inherently carries risks associated with new market entrants.

Key Numbers

• 333-282879 — SEC File Number (Identifies the specific registration statement being amended.)
• Amendment No. 2 — Amendment Number (Indicates this is the second update to the original S-1 filing.)

Key Players & Entities

• CALLAN JMB INC. (company) — Registrant
• November 25, 2024 (date) — Filing Date
• 333-282879 (registration_number) — SEC File Number
• Nevada (jurisdiction) — State of Incorporation
• Spring Branch, Texas (location) — Principal Executive Offices
• Wayne Williams (person) — Chief Executive Officer
• Sichenzia Ross Ference Carmel LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.001 — 0 shares of our common stock, par value $0.001 per share (“common stock”).
• $4.00 — ial public offering price to be between $4.00 and $6.00 per share. The actual initial
• $6.00 — offering price to be between $4.00 and $6.00 per share. The actual initial public of
• $5,934,000 b — ffering expenses payable by us, will be $5,934,000 based on an assumed initial public offeri
• $5.00 — ssumed initial public offering price of $5.00 per share. Delivery of the shares of

Filing Documents

• forms-1a.htm (S-1/A) — 1748KB
• ex23-1.htm (EX-23.1) — 2KB
• logo_001.jpg (GRAPHIC) — 24KB
• formdrs_001.jpg (GRAPHIC) — 8KB
• ex23-1_001.jpg (GRAPHIC) — 300KB
• 0001493152-24-047580.txt ( ) — 2207KB

Underwriting

Underwriting discounts and commissions (1) $ $ Proceeds, before expenses, to us (2) $ $ (1) We have also agreed to (i) issue a warrant or warrants to the representatives of the underwriters exercisable in the aggregate for up to such number of shares of common stock equal to 5% of the number of shares of common stock sold in this offering, at a price equal to 120% of the initial public offering price (the “Representative’s Warrants”), (ii) reimburse the underwriters for certain expenses and (iii) provide the representatives a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering. See “ Underwriting ” for additional information regarding compensation payable to the underwriter. (2) The amount of offering proceeds to us presented in this table does not give effect to the exercise of (i) the over-allotment option by the underwriters or (ii) the Representative’s Warrants. This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and purchase all of the shares of common stock offered under this prospectus if any such shares are taken. We have granted a 45-day option to the underwriters to purchase up to 192,000 additional shares of common stock, representing 15% of the shares of common stock sold in this offering, solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total proceeds to us, less underwriting discounts, commissions, and non-accountable expenses and other offering expenses payable by us, will be $5,934,000 based on an assumed initial public offering price of $5.00 per share. Delivery of the shares of common stock is expected to be made on or about ______ , 2024. Sole Book-Runner ALEXANDER CAPITAL, L.P. The date of this prospectus is _________, 2024. TABLE OF CONTENTS Page CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 3

USE OF PROCEEDS

USE OF PROCEEDS 30 DIVIDENDS AND DIVIDEND POLICY 31 CAPITALIZATION 32

DILUTION

DILUTION 33 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 35

BUSINESS

BUSINESS 44 MANAGEMENT 50

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 57 CURRENT RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 66

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 67

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 68 SHARES ELIGIBLE FOR FUTURE SALE 70 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 71

UNDERWRITING

UNDERWRITING 73 LEGAL MATTERS 79 EXPERTS 79 WHERE YOU CAN FIND MORE INFORMATION 79

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS The registration statement on Form S-1 of which this prospectus forms a part and that we have filed with the SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading “ Where You Can Find More Information .” You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus. This prospectus, and any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation to buy, our shares of common stock to or from any person or entity to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus. The information in this prospectus may only be accurate as of the date on the front of this prospectus regardless of the time of delivery of this prospectus or any sale of our securities. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither the delivery of this prospectus nor any distribution of our shares of common stock in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. No person is authorized in connection with this p

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