Toppoint Holdings Inc. Amends S-1 Registration

TL;DR

Toppoint Holdings Inc. filed an S-1/A amendment, still working on their public offering.

AI Summary

Toppoint Holdings Inc. filed an S-1/A amendment on October 17, 2024, for its registration statement (No. 333-281474). The company, incorporated in Nevada with its principal executive offices in North Wales, PA, operates in the Trucking & Courier Services sector. This filing is an amendment to their initial registration, indicating ongoing efforts to go public or adjust previous filings.

Why It Matters

This S-1/A filing signifies Toppoint Holdings Inc.'s continued progress towards a public offering or a significant update to its regulatory disclosures, impacting potential investors and market perception.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is in the process of going public or making significant changes to its public offering, which carries inherent market and execution risks.

Key Numbers

• 333-281474 — Registration Number (Identifies the specific SEC registration filing.)
• 20241017 — Filing Date (The date the amendment was officially submitted to the SEC.)

Key Players & Entities

• Toppoint Holdings Inc. (company) — Registrant
• 333-281474 (dollar_amount) — Registration Number
• October 17, 2024 (date) — Filing Date
• Nevada (company) — State of Incorporation
• North Wales, PA (company) — Principal Executive Offices
• Hok C Chan (person) — Chief Executive Officer
• Louis A. Bevilacqua (person) — Legal Counsel
• Bevilacqua PLLC (company) — Legal Firm
• Lawrence Venick (person) — Legal Counsel
• Loeb & Loeb LLP (company) — Legal Firm

FAQ

Key Financial Figures

• $0.0001 — 0,000 shares of common stock, par value $0.0001 per share, assuming an initial public o
• $4.00 — ing an initial public offering price of $4.00 per share (which is the lower end of th
• $6.00 — ffering price will be between $4.00 and $6.00 per share. Currently, there is no pub
• $150,000 — he “Representative”), up to $150,000 for out-of-pocket accountable expenses
• $805,000 b — underwriting discounts payable will be $805,000 based on an assumed lower end offering pr
• $11,500,000 — writing discounts and expenses, will be $11,500,000. This offering is being conducted on
• $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

Filing Documents

• ea021769101-s1a2_toppoint.htm (S-1/A) — 1342KB
• ea021769101ex1-1_top.htm (EX-1.1) — 235KB
• ea021769101ex4-1_top.htm (EX-4.1) — 72KB
• ea021769101ex5-1_top.htm (EX-5.1) — 21KB
• ea021769101ex5-2_top.htm (EX-5.2) — 12KB
• ea021769101ex10-4_top.htm (EX-10.4) — 90KB
• ea021769101ex23-1_top.htm (EX-23.1) — 3KB
• ea021769101ex99-1_top.htm (EX-99.1) — 59KB
• ea021769101ex99-2_top.htm (EX-99.2) — 30KB
• ea021769101ex99-3_top.htm (EX-99.3) — 31KB
• ea021769101ex99-7_top.htm (EX-99.7) — 25KB
• ea021769101ex-fee_top.htm (EX-FILING FEES) — 18KB
• 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
• ex5-1_001.jpg (GRAPHIC) — 2KB
• ex5-1_002.jpg (GRAPHIC) — 1KB
• ex5-2_001.jpg (GRAPHIC) — 10KB
• ex5-2_002.jpg (GRAPHIC) — 6KB
• ex23-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-088396.txt ( ) — 2649KB

Risk Factors

Risk Factors 10 Cautionary Statement Regarding Forward-Looking Statements 29

Use of Proceeds

Use of Proceeds 30 Dividend Policy 31 Capitalization 32

Dilution

Dilution 33 Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Corporate History and Structure 45 Industry 46

Business

Business 51 Management 60

Executive Compensation

Executive Compensation 66 Certain Relationships and Related Party Transactions 70 Principal Shareholders 71

Description of Securities

Description of Securities 72 Shares Eligible for Future Sale 75 Material U.S. Federal Tax Considerations for Non-U.S. Holders of Our Common Stock 76

Underwriting

Underwriting 80 Legal Matters 88 Experts 88 Where You Can Find More Information 88

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