CGL Logistics Holdings Ltd

CGL Logistics Holdings Limited is a Cayman Islands holding company with no material operations of its own, conducting logistics business in Hong Kong through subsidiary China Global Lines Limited and in the PRC through CGL Flying Fish Logistics (Beijing) Limited and CGL Flying Fish Logistics (Shanghai) Ltd. The Ordinary Shares offered are those of the Cayman holding company, not the operating subsidiaries, meaning investors will not directly hold equity in the operating entities. The company is pursuing an initial public offering of 3,750,000 Ordinary Shares at $4.00 per share, aiming to raise $15,000,000 in gross proceeds before $1,200,000 underwriting discounts and expenses, with underwriters led by Z2 Capital, LLC granted a 15% over-allotment option for up to 562,500 additional shares. Post-offering, Byron Lee will control 80% of shares through Fook Star International Holding Limited. The filing contains extensive representations and warranties covering compliance with laws including FCPA, OFAC, money laundering statutes, Sarbanes-Oxley internal controls, intellectual property rights, taxes, environmental matters, and no material labor disputes. Lock-up agreements apply to officers, directors, and 5%+ shareholders for six months. The company warrants no material weaknesses in internal controls and compliance with Exchange Act requirements. Listing is targeted on Nasdaq Capital Market. No specific use of proceeds is detailed beyond general application consistent with prospectus disclosures.

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