Key Highlights

  • CGL Logistics filed Amendment No. 9 to its registration statement for an IPO of 6,250,000 shares at an assumed $4.00.
  • Gross proceeds would be US$25 million, with ARC Group Securities as underwriter and an 8% underwriting discount.
  • Byron Lee would own 70.59% of the shares after the offering through Fook Star International Holding Limited.
  • CGL is a Hong Kong freight forwarder with seven mainland China offices, proposing to list on the Nasdaq Capital Market.

CGL Logistics Holdings Ltd (proposed NASDAQ:CGL), a freight forwarder based in Hong Kong with offices in mainland China, filed Amendment No. 9 to its Form F-1 registration statement on September 29, 2026. The preliminary prospectus, dated the same day, covers 6,250,000 ordinary shares at an assumed price of $4.00 per share, or US$25 million in gross proceeds, with ARC Group Securities LLC as underwriter.

The company proposes to list on the Nasdaq Capital Market under the symbol CGL.

The Proposed Offering

The prospectus says the underwriting discount is 8% of gross proceeds and that the underwriter has a 45-day option to buy up to 937,500 additional shares at the same price. The registration statement number is 333-291040. The price is described as an assumed one, and the document states that details left blank will be completed as soon as practicable after the effective date. The company has a single class of ordinary shares.

After the offering, Byron Lee would own 70.59% of the shares through Fook Star International Holding Limited, or 67.61% if the over-allotment option is exercised in full. As a general statement of use of proceeds, the prospectus says the company intends to raise funds to strengthen its market position and expand its market share.

The Business and Its Structure

CGL describes more than 20 years of history providing sea, air and rail freight forwarding, along with agency logistics services such as trucking, warehousing and customs clearance. It operates from a headquarters in Hong Kong and seven offices in mainland China, in Beijing, Qingdao, Shanghai, Ningbo, Xiamen, Shenzhen and Guangzhou. Its operating subsidiaries are China Global Lines Limited in Hong Kong and CGL Flying Fish Logistics (Shanghai) Ltd. and CGL Flying Fish Logistics (Beijing) Limited in mainland China.

The issuer is a Cayman Islands holding company that owns two British Virgin Islands subsidiaries, which in turn own the three operating companies. The prospectus emphasizes that investors are buying shares of the Cayman Islands holding company and not securities of the operating subsidiaries, and it states that the structure holds equity directly rather than through a variable interest entity arrangement.

Risks the Prospectus Describes

A large part of the risk discussion concerns China and Hong Kong. The prospectus discusses possible cybersecurity review under Chinese rules and filing requirements with the China Securities Regulatory Commission under trial measures effective March 31, 2023. It says company counsel advises that filing exemptions likely apply, while acknowledging "there can be no assurance" that authorities will agree. It also discusses the Holding Foreign Companies Accountable Act, noting that the auditor, PKF Littlejohn LLP, is United Kingdom-based and was inspected by the PCAOB in October 2023.

As a holding company, CGL depends on dividends from its subsidiaries, and the document discusses restrictions on cash transfers, currency conversion limits and a 10% withholding tax on dividends from PRC subsidiaries. It states that to date there have been no cash flows between the Cayman Islands holding company and any subsidiary. It also lists the absence of long-term customer contracts, dependence on supplier relationships and cargo space, foreign exchange exposure and trade and geopolitical tensions.

CGL's Remaining Steps Before an IPO Can Price

An F-1 is the registration form used by foreign private issuers for a U.S. offering, and Amendment No. 9 shows that the registration statement is still in preliminary form.