EvoAir Holdings Inc. Files S-1/A Amendment

TL;DR

<b>EvoAir Holdings Inc. has filed an S-1/A amendment, providing updated information and historical corporate changes.</b>

AI Summary

EvoAir Holdings Inc. (EVOH) filed a Amended IPO Registration (S-1/A) with the SEC on February 5, 2024. EvoAir Holdings Inc. filed an S-1/A amendment on February 5, 2024. The company's fiscal year ends on August 31. EvoAir Holdings Inc. was formerly known as UNEX HOLDINGS INC. until March 14, 2017. The company is incorporated in Nevada. The filing includes details on Share Transfer Agreements and Securities Purchase Agreements dated December 19-20, 2021.

Why It Matters

For investors and stakeholders tracking EvoAir Holdings Inc., this filing contains several important signals. This S-1/A filing indicates ongoing efforts by EvoAir Holdings Inc. to comply with SEC regulations, potentially in preparation for a significant corporate event such as an IPO or offering. The amendment provides a historical record of corporate name changes and agreements, which is crucial for investors to understand the company's evolution and any associated transactions.

Risk Assessment

Risk Level: low — EvoAir Holdings Inc. shows low risk based on this filing. The filing is an amendment to a previous registration statement, suggesting it's part of an ongoing process rather than a new, high-risk event.

Analyst Insight

Monitor for further amendments or filings that may provide more specific details on the company's business strategy, financial performance, or upcoming events.

Key Numbers

• 2024-02-05 — Filing Date (S-1/A filing date)
• 2017-03-14 — Name Change Date (Date UNEX HOLDINGS INC. changed to EvoAir Holdings Inc.)
• 08-31 — Fiscal Year End (Company's fiscal year end)
• 2021-12-19 — Agreement Date (Share Transfer Agreement and Securities Purchase Agreement date)
• 2021-12-20 — Agreement Date (Share Transfer Agreement and Securities Purchase Agreement date)

Key Players & Entities

• EvoAir Holdings Inc. (company) — Filer name
• UNEX HOLDINGS INC. (company) — Former company name
• 20170314 (date) — Date of name change
• 20240205 (date) — Filing date
• 333-275773 (filing_number) — SEC file number
• NV (location) — State of incorporation
• 0831 (date) — Fiscal year end
• Low Wai Koon (person) — Mentioned in Securities Purchase Agreement

Forward-Looking Statements

• EvoAir Holdings Inc. will likely proceed with its public offering or listing, given the updated S-1/A filing. (EvoAir Holdings Inc.) — medium confidence, target: 2024-12-31

FAQ

Key Dates

• 2024-02-05: S-1/A Filing — Amendment to registration statement
• 2017-03-14: Name Change — Former name UNEX HOLDINGS INC. changed to EvoAir Holdings Inc.
• 2021-12-19: Share Transfer Agreement — Agreement related to share transfer
• 2021-12-20: Securities Purchase Agreement — Agreement related to securities purchase

Key Financial Figures

• $0.001 — offering of our shares of common stock, $0.001 par value per share. We anticipate that
• $5.51 — – Pink Sheets on September 6, 2022 was $5.51 per share. Reported sale price on the O
• $ — ontext so admits: "dollar," "USD," "US$," or "$" are to U.S. dollars, the legal
• $2.50 — Stock at a per share purchase price of $2.50. See "Round 2 Stockholders" for additio

Filing Documents

• forms-1a.htm (S-1/A) — 2411KB
• ex23-1.htm (EX-23.1) — 8KB
• forms-1_001.jpg (GRAPHIC) — 20KB
• vi_001.jpg (GRAPHIC) — 89KB
• forms-1_004.jpg (GRAPHIC) — 28KB
• forms-1_005.jpg (GRAPHIC) — 8KB
• forms-1_006.jpg (GRAPHIC) — 9KB
• forms-1_007.jpg (GRAPHIC) — 2KB
• forms-1_008.jpg (GRAPHIC) — 3KB
• forms-1_009.jpg (GRAPHIC) — 3KB
• forms-1_010.jpg (GRAPHIC) — 1KB
• forms-1_011.jpg (GRAPHIC) — 4KB
• forms-1_012.jpg (GRAPHIC) — 16KB
• ex23-1_002.jpg (GRAPHIC) — 2KB
• ex23-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-24-004916.txt (&nbsp;) — 7178KB
• evoh-20230831.xsd (EX-101.SCH) — 44KB
• evoh-20230831_cal.xml (EX-101.CAL) — 64KB
• evoh-20230831_def.xml (EX-101.DEF) — 185KB
• evoh-20230831_lab.xml (EX-101.LAB) — 320KB
• evoh-20230831_pre.xml (EX-101.PRE) — 267KB
• forms-1a_htm.xml (XML) — 694KB

Underwriting

Underwriting Discount (1)(2) Proceeds to us (before expenses) Per Share of Common Stock $ $ $ Total $ $ $ (1) See "Underwriting" for additional disclosure regarding underwriting compensation payable by us. (2) We have also agreed to issue to Network 1 Financial Securities, Inc., as representative of the several underwriters named therein (the "Representative") warrants to purchase a number of common stock equal to 5.65% of the total number of shares of common stock sold in this offering, including any shares issued upon exercise of the underwriters' over-allotment option. The registration statement of which this prospectus forms a part also covers the issuance of the representative warrants and shares of our common stock issuable thereunder. See "Underwriting" for additional disclosure regarding underwriting compensation payable by us. Delivery of the shares of common stock is expected to be made on or about , 2023. The date of this prospectus is , 2023. TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY 4

RISK FACTORS

RISK FACTORS 12 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 25

USE OF PROCEEDS

USE OF PROCEEDS 26 DIVIDEND POLICY 26 CAPITALIZATION 27

DILUTION

DILUTION 28 EVOAIR HOLDINGS INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 29

BUSINESS

BUSINESS 36 REGULATIONS 54 MANAGEMENT 62 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 68 PRINCIPAL STOCKHOLDERS 70

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 71 SHARES ELIGIBLE FOR FUTURE SALE 72 TAXATION 73

UNDERWRITING

UNDERWRITING 77 LEGAL MATTERS 82 EXPERTS 82 WHERE YOU CAN FIND MORE INFORMATION 82 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or contained in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and the Underwriter has not, authorized anyone to provide you with information that is different from that contained in such prospectuses. We are offering to sell shares of our common stock, and seeking offers to buy shares of our common stock, only in jurisdictions where such offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this statistical, market and other industry data and forecasts from publicly available information. While we believe that the statistical data, market data and other industry data and forecasts are reliable, we have not independently verified the data. For investors outside of the United States: neither we nor the Underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. 2 Conventions That Apply to this Prospectus Throughout this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. Unless the context otherwise requires, the following definitions apply throughout where the context so admits: "dollar

View Full Filing

View this S-1/A filing on SEC EDGAR