Toppoint Holdings Inc. Amends S-1 Registration

TL;DR

Toppoint Holdings Inc. filed an S-1/A amendment, moving closer to a potential public offering.

AI Summary

Toppoint Holdings Inc. filed an S-1/A amendment on September 23, 2024, for its registration statement (No. 333-281474). The company, incorporated in Nevada and operating in trucking & courier services, has its principal executive offices at 1250 Kenas Road, North Wales, PA. This filing is an amendment to a previous S-1 registration, indicating ongoing efforts to go public or adjust existing registration details.

Why It Matters

This S-1/A filing is a step in the process for Toppoint Holdings Inc. to potentially offer its securities to the public, which could impact its future funding and stock market presence.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it indicates a company is in the process of going public or amending its public offering details, which inherently carries market and execution risks.

Key Numbers

• 333-281474 — Registration Number (Identifies the specific SEC registration for Toppoint Holdings Inc.)
• 4210 — SIC Code (Indicates the company operates in Trucking & Courier Services.)

Key Players & Entities

• Toppoint Holdings Inc. (company) — Registrant
• 333-281474 (dollar_amount) — Registration Number
• September 23, 2024 (date) — Filing Date
• Nevada (company) — State of Incorporation
• 4210 (dollar_amount) — Standard Industrial Classification Code
• 1250 Kenas Road North Wales, PA 19454 (company) — Principal Executive Offices Address
• Hok C Chan (person) — Chief Executive Officer
• Louis A. Bevilacqua (person) — Legal Counsel
• Bevilacqua PLLC (company) — Legal Firm
• Lawrence Venick (person) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — g [ ] shares of common stock, par value $0.0001 per share, assuming an initial public o
• $150,000 — he “Representative”), up to $150,000 for out-of-pocket accountable expenses
• $18,035,532 — s ended December 31, 2023 and 2022 were $18,035,532 and $21,485,791, respectively, represen
• $21,485,791 — 31, 2023 and 2022 were $18,035,532 and $21,485,791, respectively, representing a year-over
• $3,450,260 — presenting a year-over-year decrease of $3,450,260, or 16%. Our net income for the years e
• $542,351 — rs ended December 31, 2023 and 2022 was $542,351 and $1,689,219, representing a year-ove
• $1,689,219 — mber 31, 2023 and 2022 was $542,351 and $1,689,219, representing a year-over-year decrease
• $1,146,868 — presenting a year-over-year decrease of $1,146,868, or 68%. The revenue decline in 2023 wa
• $8,431,284 — onths ended June 30, 2024 and 2023 were $8,431,284 and $9,846,105, respectively, represent
• $9,846,105 — e 30, 2024 and 2023 were $8,431,284 and $9,846,105, respectively, representing a year-over
• $1,414,822 — presenting a year-over-year decrease of $1,414,822, or 14%. Our net income for the six mon
• $255,211 — months ended June 30, 2024 and 2023 was $255,211 and $329,046, representing a year-over-
• $329,046 — June 30, 2024 and 2023 was $255,211 and $329,046, representing a year-over-year decrease
• $73,835 — presenting a year-over-year decrease of $73,835, or 22%. For additional information reg

Filing Documents

• ea0214855-s1a1_toppoint.htm (S-1/A) — 1340KB
• ea021485501ex23-1_toppoint.htm (EX-23.1) — 2KB
• ea021485501ex99-7_toppoint.htm (EX-99.7) — 24KB
• image_001.jpg (GRAPHIC) — 17KB
• image_002.jpg (GRAPHIC) — 31KB
• image_003.jpg (GRAPHIC) — 177KB
• image_004.jpg (GRAPHIC) — 44KB
• image_005.jpg (GRAPHIC) — 186KB
• image_006.jpg (GRAPHIC) — 13KB
• image_007.jpg (GRAPHIC) — 9KB
• image_008.jpg (GRAPHIC) — 17KB
• ex23-1_001.jpg (GRAPHIC) — 8KB
• 0001213900-24-080788.txt ( ) — 2059KB

Risk Factors

Risk Factors 10 Cautionary Statement Regarding Forward-Looking Statements 28

Use of Proceeds

Use of Proceeds 29 Dividend Policy 30 Capitalization 31

Dilution

Dilution 32 Management’s Discussion and Analysis of Financial Condition and Results of Operations 33 Corporate History and Structure 44 Industry 45

Business

Business 50 Management 59

Executive Compensation

Executive Compensation 64 Certain Relationships and Related Party Transactions 68 Principal Shareholders 69

Description of Securities

Description of Securities 70 Shares Eligible for Future Sale 73 Material U.S. Federal Tax Considerations for Non-U.S. Holders of Our Common Stock 74

Underwriting

Underwriting 78 Legal Matters 86 Experts 86 Where You Can Find More Information 86

Financial Statements

Financial Statements F-1 Through and including , 2024 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Please read this prospectus carefully. It describes our business, financial condition, results of operations and prospects, among other things. We are responsible for the information contained in this prospectus and in any free-writing prospectus we have authorized. Neither we nor the underwriters have authorized anyone to provide you with different information, and neither we nor the underwriters take responsibility for any other information others may give you. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus or any sale of securities. You should not assume that the information contained in this prospectus is accurate as of any date other than its date . Our business, financial condition, results of operations, and prospects may have changed since that date. We do not take any responsibility for, nor do we provide any assurance as to the reliability of, any information other than the information in this prospectus and any free writing prospectus prepared by us or on our behalf. Neither the delivery of this prospectus nor the sale of our shares means that information contained in this prospectus is correct after the date of this prospectus. i TRADEMARKS, TRADE NAMES AND SERVICE MARKS We use various trademarks, trade names and service marks in our business, including “Toppoint Inc.” and &ldquo

View Full Filing

View this S-1/A filing on SEC EDGAR