EvoAir Holdings Inc. Files S-1/A Amendment

TL;DR

EvoAir Holdings Inc. (EVOH) filed an S-1/A, updating its IPO registration. Formerly UNEX HOLDINGS.

AI Summary

EvoAir Holdings Inc. filed an S-1/A amendment on December 26, 2024, related to its initial filing for the 1933 Act. The company, formerly UNEX HOLDINGS INC. until March 14, 2017, is incorporated in Nevada and has a fiscal year end of August 31. Its business address is in Kuala Lumpur, Malaysia.

Why It Matters

This S-1/A filing indicates EvoAir Holdings Inc. is updating its registration statement, which is a crucial step for companies planning to go public or make significant changes to their public offering.

Risk Assessment

Risk Level: medium — S-1/A filings often precede significant corporate events like IPOs or secondary offerings, which carry inherent market and execution risks.

Key Numbers

• 20241226 — Filing Date (Date of the S-1/A amendment filing)
• 2023-09-01 — Fiscal Year Start (Beginning of the fiscal year for which data is presented)
• 2024-08-31 — Fiscal Year End (End of the fiscal year for which data is presented)

Key Players & Entities

• EvoAir Holdings Inc. (company) — Filer
• UNEX HOLDINGS INC. (company) — Former Company Name
• 20170314 (date) — Date of Name Change
• 0831 (date) — Fiscal Year End
• NV (state) — State of Incorporation
• KUALA LUMPUR (city) — Business Address City
• 603 6243 3379 (phone_number) — Business Phone Number
• 333-275773 (sec_file_number) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — offering of our shares of common stock, $0.001 par value per share. We anticipate that
• $4.00 — ing price of our shares will be between $4.00 and $5.00 per share. The Underwriter is
• $5.00 — of our shares will be between $4.00 and $5.00 per share. The Underwriter is obligated
• $690,000 — underwriting discounts payable will be $690,000, and the total proceeds to us, before e
• $8,510,000 — roceeds to us, before expenses, will be $8,510,000. We have also agreed to issue to the Re
• $4 — tial public offering price per share is $4.00, the low-end of the anticipated pric
• $5.51 — ets – Pink Sheets on April 10, 2024 was $5.51 per share (or $23.00 when adjusted for
• $23.00 — April 10, 2024 was $5.51 per share (or $23.00 when adjusted for the Company's reverse
• $ — ontext so admits: "dollar," "USD," "US$," or "$" are to U.S. dollars, the legal

Filing Documents

• forms-1a.htm (S-1/A) — 2155KB
• ex1-1.htm (EX-1.1) — 246KB
• ex4-1.htm (EX-4.1) — 2KB
• ex4-2.htm (EX-4.2) — 121KB
• ex5-2.htm (EX-5.2) — 19KB
• ex10-9.htm (EX-10.9) — 144KB
• ex10-10.htm (EX-10.10) — 144KB
• ex10-11.htm (EX-10.11) — 142KB
• ex10-12.htm (EX-10.12) — 88KB
• ex10-13.htm (EX-10.13) — 88KB
• ex10-14.htm (EX-10.14) — 88KB
• ex10-15.htm (EX-10.15) — 88KB
• ex10-16.htm (EX-10.16) — 5KB
• ex23-1.htm (EX-23.1) — 10KB
• ex99-2.htm (EX-99.2) — 80KB
• ex99-3.htm (EX-99.3) — 50KB
• ex99-4.htm (EX-99.4) — 41KB
• ex107.htm (EX-FILING FEES) — 45KB
• vi_001.jpg (GRAPHIC) — 136KB
• forms-1_001.jpg (GRAPHIC) — 20KB
• forms-1_004.jpg (GRAPHIC) — 104KB
• forms-1_005.jpg (GRAPHIC) — 111KB
• 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
• ex4-1_001.jpg (GRAPHIC) — 644KB
• ex4-1_002.jpg (GRAPHIC) — 564KB
• ex5-2_001.jpg (GRAPHIC) — 3KB
• ex5-2_002.jpg (GRAPHIC) — 2KB
• ex10-16_001.jpg (GRAPHIC) — 79KB
• ex10-16_002.jpg (GRAPHIC) — 264KB
• ex10-16_003.jpg (GRAPHIC) — 317KB
• ex10-16_004.jpg (GRAPHIC) — 237KB
• ex10-16_005.jpg (GRAPHIC) — 326KB
• ex10-16_006.jpg (GRAPHIC) — 280KB
• ex23-1_001.jpg (GRAPHIC) — 4KB
• ex23-1_002.jpg (GRAPHIC) — 2KB
• ex4-2_001.jpg (GRAPHIC) — 2KB
• 0001493152-24-052088.txt ( ) — 12648KB
• evoh-20240831.xsd (EX-101.SCH) — 42KB
• evoh-20240831_cal.xml (EX-101.CAL) — 68KB
• evoh-20240831_def.xml (EX-101.DEF) — 165KB
• evoh-20240831_lab.xml (EX-101.LAB) — 294KB
• evoh-20240831_pre.xml (EX-101.PRE) — 253KB
• forms-1a_htm.xml (XML) — 570KB

Underwriting

Underwriting Discount (2)(3) Proceeds to us (before expenses) Per Share of Common Stock $ 4.00 $ 0.30 $ 3.70 Total $ 9,200,000 $ 690,000 $ 8,510,000 (1) Initial public offering price per share is assumed to be US$4.00, being the low end of the initial public offering price range. The offering size includes any shares issued pursuant to the exercise of the over-allotment option. (2) See "Underwriting" for additional disclosure regarding underwriting compensation payable by us. (3) 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 [*], 2024. The date of this prospectus is , 2024. TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY 4

RISK FACTORS

RISK FACTORS 13 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 26

USE OF PROCEEDS

USE OF PROCEEDS 27 DIVIDEND POLICY 27 CAPITALIZATION 28

DILUTION

DILUTION 29 EVOAIR HOLDINGS INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 30

BUSINESS

BUSINESS 37 REGULATIONS 55 MANAGEMENT 64 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 70 PRINCIPAL STOCKHOLDERS 71

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 70 SHARES ELIGIBLE FOR FUTURE SALE 73 TAXATION 74

UNDERWRITING

UNDERWRITING 78 LEGAL MATTERS 83 EXPERTS 83 WHERE YOU CAN FIND MORE INFORMATION 83 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