F-1/A - CGL Logistics Holdings Ltd | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

CGL Logistics Holdings Limited, a Cayman Islands holding company, is offering 3,750,000 Ordinary Shares to fund expansion of its freight forwarding operations in Hong Kong and China through its subsidiaries.

Key Takeaways

1Company incorporated March 3, 2022, in Cayman Islands as holding company with no material operations, conducting freight forwarding via subsidiaries in Hong Kong (CGL, founded 1996) and PRC (Flying Fish (SH) and Flying Fish (BJ)).

2FY2025 revenue US$25.9 million (down 18.7% from US$31.8 million in FY2024), net income US$1.2 million (down 41.2% from US$2.1 million), with sea freight comprising 80.2% of revenue.

3Offering 3,750,000 Ordinary Shares at US$4.00 each for gross proceeds US$15 million (net ~US$11.9 million), plus 562,500 overallotment option; post-offering shares 18.75 million.

4Use of proceeds: US$4.1M office expansion, US$1.5M warehousing, US$1.2M IT enhancement, US$0.8M e-business, US$0.6M CSA expansion, remainder working capital.

5Controlled by Byron Lee (80% post-IPO via Fook Star), operating in fragmented PRC (51,000 providers) and HK (3,700 providers) markets; no VIE structure used.

6Key risks include PRC/HK regulatory interventions (CSRC filings, cybersecurity reviews), dividend restrictions from subsidiaries, PCAOB audit access under HFCAA, and reliance on suppliers/customers amid trade tensions.

Offering Details

Shares Offered

303,000,000

Issuer Type

Foreign Issuer

Underwriters

do not exercise their

Offering Details

Shares Offered

3,750,000

Offering Amount

$15,000,000

Price Range

$4.00

Share Type

Ordinary Shares

Exchange

Nasdaq Capital Market

Ticker

CGL

Use of Proceeds: Expand office network (US$4.1M), CSA arrangements (US$0.6M), e-business (US$0.8M), warehousing (US$1.5M), IT systems (US$1.2M), working capital (US$3.5M).

Business Overview

CGL Logistics Holdings Limited is a Cayman Islands holding company with no material operations, conducting freight forwarding (sea, air, rail) and agency logistics services through subsidiaries in Hong Kong and PRC.

Industry: Freight forwarding logistics

HQ: Kwai Chung, New Territories, Hong Kong

Employees: 121

Key Shareholders

Fook Star International Holding Limited (Byron Lee)100%

Amendment History

4 filings

F-1
Original
Oct 23, 20250001493152-25-019107
F-1/A
Amendment 1
Mar 19, 20260001493152-26-011571
F-1/A
Amendment 2
Viewing
Mar 30, 20260001493152-26-013468
F-1/A
Amendment 3
Latest
Apr 2, 20260001493152-26-014805