PS International Group Ltd. Files 20-F, Declares Shell Company Status
Ticker: PSIG · Form: 20-F · Filed: Jul 24, 2024 · CIK: 1997201
Sentiment: neutral
Topics: shell-company, 20-f, transportation
TL;DR
PS International Group Ltd. is officially a shell company as of July 18, 2024. Investors beware.
AI Summary
PS International Group Ltd. filed its annual report on Form 20-F for the fiscal year ending July 18, 2024. The company, incorporated in the Cayman Islands, is primarily involved in the arrangement of transportation of freight and cargo. This filing indicates it is a shell company report, with the event requiring this status occurring on July 18, 2024.
Why It Matters
This filing is crucial for investors and potential acquirers as it formally declares PS International Group Ltd. as a shell company, which has significant implications for its financial reporting and regulatory obligations.
Risk Assessment
Risk Level: high — The company's designation as a shell company inherently carries high risk due to potential lack of ongoing operations and increased susceptibility to market manipulation or reverse mergers.
Key Numbers
- 001-42182 — SEC File Number (Identifies the company's filing with the SEC.)
- 20240718 — Report Period End Date (Marks the end of the fiscal year for this annual report.)
Key Players & Entities
- PS International Group Ltd. (company) — Registrant
- July 18, 2024 (date) — Date of event requiring shell company report
- Cayman Islands (jurisdiction) — Jurisdiction of incorporation
- 4731 (sic_code) — Standard Industrial Classification for Arrangement of Transportation of Freight & Cargo
FAQ
What is the primary business of PS International Group Ltd.?
PS International Group Ltd. is involved in the arrangement of transportation of freight and cargo, as indicated by its Standard Industrial Classification code 4731.
When did PS International Group Ltd. become a shell company?
The company's status as a shell company is effective as of July 18, 2024, which is the date of the event requiring this shell company report.
Where is PS International Group Ltd. incorporated?
PS International Group Ltd. is incorporated in the Cayman Islands.
What is the SEC file number for PS International Group Ltd.?
The SEC file number for PS International Group Ltd. is 001-42182.
What type of filing is this for PS International Group Ltd.?
This filing is a Form 20-F, specifically designated as a shell company report.
Filing Stats: 4,481 words · 18 min read · ~15 pages · Grade level 11.9 · Accepted 2024-07-24 16:01:44
Key Financial Figures
- $0.0001 — registered Ordinary shares, par value $0.0001 per share PSIG The Nasdaq Stock Mar
Filing Documents
- ea0209861-20f_psinter.htm (20-F) — 152KB
- ea020986101ex3-8_psinter.htm (EX-3.8) — 57KB
- ea020986101ex8-1_psinter.htm (EX-8.1) — 3KB
- ea020986101ex15-1_psinter.htm (EX-15.1) — 123KB
- ea020986101ex15-2_psinter.htm (EX-15.2) — 4KB
- ea020986101ex15-3_psinter.htm (EX-15.3) — 3KB
- image_001.jpg (GRAPHIC) — 29KB
- ex15-2_001.jpg (GRAPHIC) — 30KB
- ex15-2_002.jpg (GRAPHIC) — 12KB
- 0001013762-24-000712.txt ( ) — 442KB
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1
OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1
KEY INFORMATION
ITEM 3. KEY INFORMATION 2
INFORMATION ON THE COMPANY
ITEM 4. INFORMATION ON THE COMPANY 2
UNRESOLVED STAFF COMMENTS
ITEM 4A. UNRESOLVED STAFF COMMENTS 3
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 3
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 3
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 6
FINANCIAL INFORMATION
ITEM 8. FINANCIAL INFORMATION 8
THE OFFER AND LISTING
ITEM 9. THE OFFER AND LISTING 8
ADDITIONAL INFORMATION
ITEM 10. ADDITIONAL INFORMATION 9
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 10
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 10 PART II 11 PART III 12
FINANCIAL STATEMENTS
ITEM 17. FINANCIAL STATEMENTS 12
FINANCIAL STATEMENTS
ITEM 18. FINANCIAL STATEMENTS 12
EXHIBITS
ITEM 19. EXHIBITS 13 SIGNATURE 14 i EXPLANATORY NOTE On July 18, 2024 (the “Closing Date”), PS International Group Ltd., a Cayman Islands exempted company (the “Company”), consummated the previously announced business combination (the “Business Combination”) pursuant to the Business Combination Agreement, dated December 27, 2023 (the “Business Combination Agreement”), by and among (i) the Company, (ii) AIB Acquisition Corporation, a Cayman Islands exempted company (“AIB”), (iii) PSI Group Holdings Ltd , a Cayman Islands exempted company (“PSI”), (iv) AIB LLC, a Delaware limited liability company (the “Sponsor”), (v) PSI Merger Sub I Limited, a Cayman Islands exempted company (“PSI Merger Sub I”), and (vi) PSI Merger Sub II Limited, a Cayman Islands exempted company (“PSI Merger Sub II”). Pursuant to the Business Combination Agreement, (a) PSI Merger Sub I merged with and into PSI (the “First Merger”) on July 16, 2024, with PSI surviving the First Merger as a wholly-owned subsidiary of the Company and the outstanding shares of PSI being converted into the right to receive ordinary shares of the Company (“Ordinary Shares”), and (b) PSI Merger Sub II merged with and into AIB (the “Second Merger”, and together with the First Merger, the “Mergers”) on July 18, 2024, with AIB surviving the Second Merger as a wholly-owned subsidiary of the Company and the outstanding securities of AIB being converted into the right to receive substantially equivalent securities of the Company. As a result of the Mergers, (a) each of the ordinary shares of PSI that were issued and outstanding immediately prior to the effective time of the First Merger was cancelled and converted into (i) the right to receive 90% of such number of Ordinary Shares equal to the Exchange Ratio, and (ii) the contingent right to receive 10% of such n
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. Directors and Senior Management The directors and executive officers of the Company upon the consummation of the Business Combination are set forth in the Form F-4, in the section titled “Management of Pubco Following the Business Combination,” which is incorporated herein by reference. The business address for each of the Company’s directors and executive officers is Unit 1002, 10/F, Join-in Hang Sing Centre, No.2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong. B. Adviser Cooley LLP will act as counsel to the Company upon and following the consummation of the Business Combination. C. Auditors WWC, P.C. acted as the independent auditor of the Company as of December 31, 2022 and 2023 and for the years ended December 31, 2022 and 2023 and will continue to act as the independent auditor of the Company upon the consummation of the Business Combination.
OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. 1
KEY INFORMATION
ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness The following table sets forth the capitalization of the Company on an unaudited pro forma combined basis as of December 31, 2023, after giving effect to the Business Combination. As of December 31, 2023 (pro forma) ($ in thousands) Cash and cash equivalents 9,246 Total equity 9,065 Debt Non-current debt 17 Current debt 24,599 Total indebtedness 24,616 Total capitalization 33,681 C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors The risk factors associated with the Company are described in the Form F-4 in the section titled “Risk Factors,” which is incorporated herein by reference.
INFORMATION ON THE COMPANY
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company The legal name of the Company is PS International Group Ltd. The Company was incorporated as an exempted company limited by shares under the laws of Cayman Islands on September 12, 2023, solely for the purpose of effectuating the Business Combination. The history and development of the Company and the material terms of the Business Combination are described in the Form F-4 in the sections titled “Summary of the Proxy Statement/Prospectus,” “Proposal No. 1 — The Business Combination Proposal,” “Information Related to Pubco” and “Description of Pubco Securities,” which are incorporated herein by reference. See “Explanatory Note” in this Report for additional information regarding the Company and the Business Combination. Certain information about the Company is set forth in “Item 4.B — Business Overview” and is incorporated herein by reference. The Company’s registered office is c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, and the Company’s principal executive office is Unit 1002, 10/F, Join-in Hang Sing Centre, No.2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong. The Company’s principal website address is www.profitsail.com. We do not incorporate the information contained on, or accessible through, the Company’s websites into this Report, and you should not consider it a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov. B. Business Overview Following and as a result of the Business Combination, all business of the Company is conducted through PSI and its subsidiaries. A description of the business is included in the Fo
UNRESOLVED STAFF COMMENTS
ITEM 4A. UNRESOLVED STAFF COMMENTS None.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The discussion and analysis of the financial condition and results of operation of the Company is included in the Form F-4 in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PSI,” which is incorporated herein by reference.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth certain information relating to the executive officers and directors of the Company as of the date of this Report. Name Age Position(s) Yee Kit Chan 66 Director and Chairman of the Board Hok Wai Alex Ko 52 Chief Executive Officer and Director Chun Kit Tsui 47 Chief Financial Officer Yong Yao 56 Director Lai Ping Chan 47 Director Zijian Tong 45 Director Eric Chen 49 Director Tsao-Lung Lai 50 Director Appointee 3 Mr. Yee Kit Chan is our founder and serves as Director and the Chairman of our board of directors. Mr. Chan also serves as a director of PSIHK and BGG, the Operating Subsidiaries of our Group. Mr. Chan has over 40 years of experience in logistic and supply chain operations. He commenced his career at JET Freight International (H.K.) Limited in 1980. From 1981 to 1982, Mr. Chan worked as a manager at DAS Express (HK) Limited. Prior to the founding of PSIHK in 1993 , Mr. Chan worked at “K” Line Air Service (Hong Kong) Limited (formerly also known as “K” Line Air Service Fast Forwarders Limited and Fast Forwarder Limited) from 1985 to 1993 with various positions including assistant sales manager, sales manager, the sales manager of Asia Pacific region and the general manager of China region. Mr. Chan obtained a high school diploma in 1978. Mr. Hok Wai Alex Ko serves as our Director and Chief Executive Officer. Mr. Ko has over 28 years of experience in logistics and supply chain operations. From 1995 to 2007, Mr. Ko worked at United Airlines holding various positions in airport operations and the sales department. From May 2007 to July 2015, Mr. Ko worked as a sales director at PSIHK, one of our Operating Subsidiaries. Prior to re-joining the Company in February 2022, Mr. Ko founded Trans Orient Logistics (HK) Limited in Sep 2015 and served as its director. Mr. Ko o