Filings for new U.S. listings - 4/12/2024
WF International Limited (F-1/A) - April 11, 2024
WF International Limited is a holding company incorporated in the Cayman Islands that conducts substantially all of its operations in China through its PRC subsidiary, Chengdu Shanyou HVAC Engineering Co., Ltd. (Shanyou HVAC). The company is principally engaged in the provision of supply, installation, fitting-out and/or maintenance services for HVAC systems and floor heating systems. It primarily serves commercial real estate development clients that offer high-end fully furnished homes, providing them with comprehensive HVAC and heating solutions. The company has a strong customer base in Chengdu and has expanded to neighboring cities in Sichuan province. In recent years, the company has also diversified its service offerings to include sales, installation, fitting-out, and/or maintenance services of water purification systems.
| Name | WF International Limited |
|---|---|
| HQ Location | Chengdu, China |
| Country/Region of Operations | China |
| Incorporation Jurisdiction | Cayman Islands |
| Ticker Symbol | WXM |
| Exchange | Nasdaq |
| Offer Size | $4.9 million |
| Number of Shares offered | 1,600,000 ordinary shares (or 1,840,000 ordinary shares if the underwriters exercise their over-allotment option in full) |
| Offer Price | $4.00 to $4.75 per ordinary share |
| Underwriters | The Benchmark Company LLC Axiom Capital Management, Inc. |
| Industry | HVAC services |
| Sales/Revenue (FY 2023) | $15.3 million |
| Net Income/Loss (FY 2023) | Net income of $1.5 million |
| Total Liabilities | $2.2 million |
| Cash and Cash Equivalents | $0.4 million |
| Use of Proceeds | - Approximately 50% for acquisition of companies with qualifications as authorized distributors of reputable HVAC brands - Approximately 25% for expanding the business on the value chain and development of diverse value-added services - Approximately 10% for investing in technology - Approximately 5% for attracting, cultivating, and retaining talent - Approximately 10% for general corporate purposes and working capital |
| Dividend Policy | The company currently does not expect to pay any cash dividends in the foreseeable future. |
| Risk Factors | - Risks related to doing business in China, including regulatory changes, government oversight, and limitations on ability to transfer cash - Risks related to the company's business and industry, such as competition, customer concentration, cost control, and internal control weaknesses - Risks related to the offering and ownership of ordinary shares, including stock price volatility and dilution |
| Other | - The company's director and CEO, Ke Chen, will beneficially own approximately 54% of the company's outstanding shares after the offering. - The company will be a "controlled company" under Nasdaq rules, but does not currently intend to rely on the "controlled company" exemptions. - The company's auditor, ZH CPA, LLC, is headquartered in the U.S. and can be inspected by the PCAOB. |
| Link to Filing | Filing |
Mission Space Acquisition Corp. (S-1) - April 10, 2024
Mission Space Acquisition Corp. is a newly incorporated blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company intends to focus on companies engaged in the U.S. aerospace and defense programs. The global aerospace and defense economy has significant market potential, with opportunities in areas such as satellite communications, Earth observation, navigation, space exploration, and space tourism. The company believes its management team's industry knowledge and relationships can help identify and transform an existing business.
| Name | Mission Space Acquisition Corp. |
|---|---|
| HQ Location | Grand Cayman, Cayman Islands |
| Country/Region of Operations | Not specified |
| Incorporation Jurisdiction | Cayman Islands |
| Ticker Symbol | MISNU (units), MISN (Class A ordinary shares), MISNW (warrants) |
| Exchange | New York Stock Exchange (NYSE) |
| Offer Size | $100,000,000 |
| Number of Shares offered | 10,000,000 units |
| Offer Price | $10.00 per unit |
| Underwriters | B. Riley Securities |
| Industry | Aerospace and defense programs |
| Sales/Revenue (Most Recent Year) | Not applicable (pre-revenue) |
| Net Income/Loss (Most Recent Year) | Not applicable (pre-revenue) |
| Total Liabilities | $75,285 |
| Cash and Cash Equivalents | $49,543 |
| Use of Proceeds | The proceeds will be used to fund the company's initial business combination. $101 million (or $116.15 million if the over-allotment option is exercised) will be deposited in a trust account. |
| Dividend Policy | Not specified |
| Risk Factors | Key risks include lack of operating history, potential inability to complete an initial business combination within the specified timeframe, potential conflicts of interest of the sponsor and management team, potential dilution to public shareholders, and risks related to the company's securities and trust account. |
| Other | The company is an "emerging growth company" and "smaller reporting company" under U.S. securities laws. The sponsor has committed to purchase 5,000,000 private placement warrants. The company may extend the time to complete an initial business combination up to 24 months by depositing additional funds into the trust account. |
| Link to Filing | Filing |
Proficient Auto Logistics, Inc. (S-1) - April 11, 2024
Proficient Auto Logistics, Inc. is a leading non-union, specialized freight company focused on providing auto transportation and logistics services. Formed through the combination of five industry-leading operating companies, the company will operate one of the largest auto transportation fleets in North America, utilizing roughly 1,130 auto transport vehicles and trailers on a daily basis, including 615 company-owned transport vehicles and trailers, and employing 649 dedicated employees as of November 30, 2023. The company offers a broad range of auto transportation and logistics services, primarily focused on transporting finished vehicles from automotive production facilities, marine ports of entry, or regional rail yards to auto dealerships around the country.
| Name | Proficient Auto Logistics, Inc. |
|---|---|
| HQ Location | Jacksonville, FL, USA |
| Country/Region of Operations | United States |
| Incorporation Jurisdiction | Delaware |
| Ticker Symbol | PAL |
| Exchange | Nasdaq Global Market |
| Offer Size | Not specified |
| Number of Shares offered | Not specified |
| Offer Price | Unknown |
| Underwriters | Stifel Raymond James William Blair |
| Industry | Auto transportation and logistics services |
| Sales/Revenue (2023) | Unknown |
| Net Income/Loss (2023) | Unknown |
| Total Liabilities | Unknown |
| Cash and Cash Equivalents | Unknown |
| Use of Proceeds | - Proceeds will be used to pay the cash portion of the Combinations consideration payable to the equity holders of the Founding Companies - Another portion be used to pay expenses incurred in connection with the Combinations - Remaining net proceeds will be used for general corporate purposes, including working capital and future acquisitions |
| Dividend Policy | The company currently intends to retain all available funds and any future earnings to fund the development and growth of the business and to repay indebtedness, and therefore does not anticipate paying any cash dividends in the foreseeable future. |
| Risk Factors | - The Combinations and this offering are dependent upon each other, and there is no guarantee the closing of the Combinations and this offering will occur. - The company has not operated as a combined company and may not be able to successfully integrate the Founding Companies. - Increased competition in the auto transportation and logistics industry could result in a loss of market share or reduced rates. - The company is highly dependent on the automotive industry, and a decline in the industry could have a material adverse effect. - The company is dependent on a small number of customers for a large portion of revenue. - The company's business depends on compliance with numerous government regulations. - Arrangements with independent contractors expose the company to risks. - Unionization efforts or labor regulation changes could adversely impact operations. - Difficulties in attracting and retaining qualified drivers could affect profitability. - The company may need to build or acquire integrated IT systems, and failure to do so could harm the business. - Operational risks, including cyberattacks, may disrupt the business. |
| Other | - The company qualifies as an "emerging growth company" under the JOBS Act and will take advantage of reduced public company reporting requirements. - A substantial portion of the proceeds from the offering will be used to pay the cash consideration for the Combinations. - The owners of the Founding Companies will receive a significant portion of the consideration in shares of the company's common stock. |
| Link to Filing | Filing |
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