IPO - Toppoint Holdings Inc.

Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Ipo

Type: New

Accession Number: 000121390025006019

Filing Summary: On January 21, 2025, Toppoint Holdings Inc. entered into an underwriting agreement with A.G.P./Alliance Global Partners regarding its initial public offering (IPO) of 2,500,000 shares of common stock at a price of $3.72 per share. The IPO garnered total gross proceeds of $10 million, with net proceeds of approximately $8.28 million allocated for geographic expansion, physical and IT infrastructure investments, sales team and marketing expansion, and general corporate purposes. The closing occurred on January 23, 2025, and included the issuance of warrants to the representative for 125,000 shares. The agreement restricts insiders from selling their shares for one year. Press releases announcing the pricing and closing of the IPO were issued on January 21 and 23, 2025, respectively.

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Form Type: 424B4

Filing Date: 2025-01-22

Corporate Action: Ipo

Type: New

Accession Number: 000121390025005515

Filing Summary: Toppoint Holdings Inc. is conducting its initial public offering (IPO) of 2,500,000 shares of common stock at an initial price of $4.00 per share, targeting a total raise of $10 million. The shares are set to be listed on the NYSE American under the symbol 'TOPP'. The company operates in the truckload services sector, specifically focused on the recycling export supply chain, primarily dealing with waste paper, scrap metal, and other commodities. Toppoint has established significant market share in the New Jersey and Pennsylvania trucking markets and is expanding internationally. Use of proceeds from the IPO includes geographic expansion and investments in IT infrastructure and sales efforts. There are underwriting discounts amounting to approximately $700,000, and total gross proceeds may reach $11,500,000 if an over-allotment option is fully exercised. Toppoint aims to utilize the funds for various corporate purposes and anticipates delivering shares to purchasers around January 23, 2025. All necessary disclosures about risks and company structure are included in this prospectus document, which has been prepared in accordance with compliance requirements for emerging growth companies, allowing some reporting flexibility.

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Form Type: CORRESP

Filing Date: 2025-01-16

Corporate Action: Ipo

Type: New

Accession Number: 000121390025004194

Filing Summary: Toppoint Holdings Inc. has filed a request for the acceleration of the effectiveness of its Registration Statement on Form S-1, filed on August 12, 2024. This acceleration is requested to ensure that the Registration Statement becomes effective on January 21, 2025, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable. The request was made in compliance with Rule 461, and the company has also noted that it will distribute preliminary prospectus copies to underwriters or dealers involved in the distribution of the securities, in accordance with Rule 460. The correspondence is signed by Thomas Higgins, Managing Director of A.G.P./Alliance Global Partners, representing the prospective underwriters.

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Form Type: CORRESP

Filing Date: 2025-01-16

Corporate Action: Ipo

Type: New

Accession Number: 000121390025004209

Filing Summary: Toppoint Holdings Inc. is requesting the acceleration of the effectiveness of its Registration Statement on Form S-1, under File No. 333-281474, to become effective at 5:00 p.m. Eastern Time on January 21, 2025, or as soon thereafter as practicable. The request is pursuant to Rule 461 under the Securities Act of 1933. The company has indicated that representatives of the underwriters have joined in this request with a separate letter filed with the SEC on the same day. Hok C Chan, the Chief Executive Officer of Toppoint Holdings Inc., has signed the correspondence.

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Form Type: CORRESP

Filing Date: 2025-01-14

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025003144

Filing Summary: Toppoint Holdings Inc. submitted responses to the U.S. Securities and Exchange Commission regarding comments on their Amendment No. 5 to Registration Statement on Form S-1, filed on January 10, 2025. The responses address staff comments, particularly regarding the Summary Compensation Table, which now includes compensation information for the last two completed fiscal years, including 2024. Concurrently, the company is filing Amendment No. 6 to the Registration Statement. The letter encourages further discussion if needed.

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Form Type: CORRESP

Filing Date: 2025-01-14

Corporate Action: Ipo

Type: New

Accession Number: 000121390025003308

Filing Summary: Toppoint Holdings Inc. has submitted a request for acceleration of effectiveness for their Registration Statement on Form S-1, previously filed under File No. 333-281474. They request that the statement becomes effective at 5:00 p.m. Eastern Time on January 15, 2025, or as soon as practicable thereafter. The company acknowledges collaboration with underwriters in this request. The letter is signed by Hok C Chan, the Chief Executive Officer of Toppoint Holdings Inc.

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Form Type: CORRESP

Filing Date: 2025-01-14

Corporate Action: Ipo

Type: New

Accession Number: 000121390025003310

Filing Summary: Toppoint Holdings Inc. is requesting the acceleration of the effectiveness of its Registration Statement on Form S-1, filed on August 12, 2024. The request aims for the Registration Statement to become effective on January 15, 2025, at 5:00 p.m. Eastern Time. This request has been made through the representative of the prospective underwriters, A.G.P./Alliance Global Partners, indicating preparations for an initial public offering. The document also notes compliance with relevant SEC rules regarding distribution of the preliminary prospectus to dealers and underwriters involved in the offering.

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Form Type: S-1/A

Filing Date: 2025-01-14

Corporate Action: Ipo

Type: New

Accession Number: 000121390025003141

Filing Summary: Toppoint Holdings Inc. is conducting an initial public offering (IPO) of 2,500,000 shares of common stock at an estimated price range of $4.00 to $6.00 per share. The objective of this registration statement is to facilitate the sale of these shares on the NYSE American under the symbol 'TOPP.' The company is positioned as an emerging growth company that intends to comply with reduced public company reporting requirements. The offering is contingent upon receiving a successful listing on the NYSE American. The expected net proceeds after underwriting discounts and commissions amount to approximately $9.3 million, which Toppoint Holdings plans to use to fund operational enhancements and expand market reach. The prospectus highlights Toppoint’s significant market share in the waste paper transport sector, innovative logistics solutions, and recent performance, including a detailed analysis of risks associated with their business model and proposed growth strategies. It also covers their diversification into scrap metal and forestry container services, and their approach to mitigate dependency on commodities through a broad vendor base and various service verticals.

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Form Type: S-1/A

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025002409

Filing Summary: Toppoint Holdings Inc. filed Amendment No. 5 to its Form S-1 registration statement, dated January 10, 2025. This amendment serves as an exhibit-only filing to include an updated consent of TAAD, LLP as Exhibit 23.1. The main prospectus was left unchanged. The filing provides a detailed summary of costs and expenses associated with the issuance and distribution of the company's securities, totaling approximately $925,000, which includes fees for SEC registration, accounting, and legal services. The document outlines Toppoint's status as a smaller reporting and emerging growth company under SEC regulations. It also includes information regarding its bylaws and indemnification provisions for officers and directors, explaining the circumstances under which indemnification is granted and the insurance policies the company plans to obtain to cover such liabilities.

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Form Type: CORRESP

Filing Date: 2024-11-22

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024101454

Filing Summary: Toppoint Holdings Inc. submitted responses to comments from the U.S. Securities and Exchange Commission regarding their Amendment No. 3 to Registration Statement on Form S-1, filed on November 15, 2024. Alongside this letter, the company filed Amendment No. 4 to the Registration Statement. Key revisions included the addition of an exclusive forum provision in their bylaws, which states that the Eighth Judicial District Court of Clark County, Nevada will be the exclusive forum for most disputes, potentially restricting stockholders' options for legal recourse. Updates to the registration statement include a new risk factor on page 28 concerning this provision and a new section titled 'Forum Selection' on page 72.

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Form Type: CORRESP

Filing Date: 2024-11-15

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024099092

Filing Summary: Toppoint Holdings Inc. submitted a response to the comments from the U.S. Securities and Exchange Commission (SEC) regarding their Amendment No. 2 to Registration Statement on Form S-1 filed on October 17, 2024. The correspondence includes details about the company's pro forma financials, noting an increase in pro forma shareholder’s equity and cash equivalents to $8,740,000 as of June 30, 2024. The document outlines adjustments made to the capitalization table and explains the determination of the pro forma net tangible book value, calculated at $10,068,075 based on the sale of 2,500,000 shares at an initial offering price of $4.00 per share. The letter also addresses compensation related to advances to a board member, indicating recognition of outstanding advances as compensation for the nine months ending September 30, 2024. Contact information for further discussion is provided, including Louis A. Bevilacqua of Bevilacqua PLLC and Hok C Chan, CEO of Toppoint Holdings Inc.

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Form Type: DRSLTR

Filing Date: 2024-05-13

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024042245

Filing Summary: Toppoint Holdings Inc. submitted responses to the comments from the U.S. Securities and Exchange Commission regarding its Draft Registration Statement on Form S-1, originally submitted on February 5, 2024. The letter outlines updates made in response to feedback received, including clarifications about the company's market share, operations, and key performance metrics. The company highlighted its significant presence in the New Jersey and Pennsylvania trucking markets for waste paper and metal, while also noting expansions into new regional markets in the U.S. Toppoint clarified that it currently has no international operations, although it plans to explore opportunities abroad in the near future. Additional comments addressed the nature of the company's relationships with independent contractor drivers, the structure of its fleet, adjustments to financial disclosures, including impacts from the COVID-19 pandemic, and updates to management discussions concerning cash requirements and revenue recognition policies. The document also reflects changes to executive compensation disclosures and other compliance-related updates as requested by the SEC.

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