Toppoint Holdings Inc美股招股说明书(2025-01-22版)

Toppoint Holdings Inc.2,500,000 Shares of Common Stock This is our initial public offering. We are offering 2,500,000 shares of common stock, par value $0.0001 per share,at an initial public offering price of $4.00 per share. Currently, there is no public market for our common stock. Our common stock has been approved for listing underthe symbol “TOPP” on NYSE American LLC (“NYSE American”). We are an “emerging growth company” under applicable federal securities laws and as such, we have electedto comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our securities involves a high degree of risk. See the section of this prospectus entitled “RiskFactors” beginning on page 10 for a discussion of information that should be considered in connection withan investment in our securities. Neither the SEC nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ShareTotalInitial public offering price$4.00$10,000,000Underwriting discounts and commissions(1)$0.28$700,000Proceeds, before expenses, to Toppoint Holdings Inc.$3.72$ 9,300,000 (1)Represents underwriting discounts equal to 7.0% per share. Does not include the following additionalcompensation payable to the underwriters: We have agreed to pay the representative of the underwriters,A.G.P./Alliance Global Partners (the “Representative”), up to $150,000 for out-of-pocket accountable expensesincurred relating to this offering and to reimburse the underwriters for non-accountable expenses not in excessof 1% of the gross proceeds raised in this offering. We have granted a 45-day option to the underwriters to purchase up to 375,000 additional shares of common stock(equal to 15% of the shares of common stock sold in the offering), solely to cover over-allotments, if any, at thepublic offering price less the underwriting discounts. If the underwriters exercise the over-allotment option in full,the total underwriting discounts payable will be $805,000, and the total gross proceeds to us, before underwritingdiscounts and expenses, will be $11,500,000. This offering is being conducted on a firm commitment basis. The Representative is obligated to take and pay for allof the shares of common stock if any such shares are taken. In addition to the underwriting discounts listed above,we have agreed to issue to the Representative or its designated affiliates and to register herein warrants, exercisablefor a period of three years following the date of commencement of sales of the offering, to purchase up to 5% of thetotal number of the shares of common stock sold in this offering (including the over-allotment shares), at an exercisepriceequal to 120%of the public offering price per share of common stock sold in this offering(the“Representative’sWarrants”).See “Underwriting”for additional information regarding total underwritingcompensation. The underwriters expect to deliver the shares of common stock to the purchasers on or about January 23, 2025. Sole Book-Running Manager A.G.P. The date of this prospectus is January 21, 2025 TABLE OF CONTENTS PageProspectus Summary1Risk Factors10Cautionary Statement Regarding Forward-Looking Statements29Use of Proceeds30Dividend Policy31Capitalization32Dilution33Management’s Discussion and Analysis of Financial Condition and Results of Operations34Corporate History and Structure45Industry46Business51Management60Executive Compensation66Certain Relationships and Related Party Transactions70Principal Shareholders71Description of Securities72Shares Eligible for Future Sale75Material U.S. Federal Tax Considerations for Non-U.S. Holders of Our Common Stock76Underwriting80Legal Matters88Experts88Where You Can Find More Information88Financial StatementsF-1 Through and including February 15, 2025 (the 25th day after the date of this prospectus), all dealers effectingtransactions in these securities, whether or not participating in this offering, may be required to deliver aprospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriterand with respect to an unsold allotment or subscription. Please read this prospectus carefully. It describes our business, financial condition, results of operations andprospects, among other things. We are responsible for the information contained in this prospectus and inany free-writing prospectus we have authorized. Neither we nor the underwriters have authorized anyone toprovide you with different information, and neither we nor the underwriters take responsibility for any otherinformation others may give you. Neither we nor the underwriters are making an offer to sell these securitiesin any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus isaccurate only as of the date on the front of this pros