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Proposed Symbol | |
---|---|
Company Name | J-Star Holding Co., Ltd. |
Exchange | |
Share Price | $ |
Employees | 65 (as of 12/31/2024) |
Status | |
Shares Offered | |
Offer amount | $7,187,500 |
Shares Over Alloted | |
Company Address | 7/F-1, NO. 633, SEC. 2, TAIWAN BLVD. XITUN DISTRICT TAICHUNG CITY 407 40759 |
Company Phone | 886 423229900 |
Company Website | www.ymaunivers.com |
CEO | Jing-Bin Chiang |
State of Inc | |
Fiscal Year End | 12-31 |
Total Offering Expense | $1,309,910.00 |
Shareholder Shares Offered | |
Shares Outstanding | 17,012,887 |
Lockup Period (days) | 180 |
Lockup Expiration | 2023-02-27 00:00:00 |
Quiet Period Expiration | 2022-10-10 00:00:00 |
CIK | 0001875016 |
DealId | 1207484-102483 |
Our Predecessor Group was established in 1970 and we have accumulated over 50 years of know-how in the material composite industry. We develop and commercialize the technology on carbon reinforcement and resin systems. With decades of experience and knowledge in composites and materials, we are able to apply our expertise and technology on designing and manufacturing a great variety of lightweight, high-performance carbon composite products, ranging from key structural parts of electric bicycles and sports bicycles, rackets, automobile parts to healthcare products. According to the industry report commissioned by us and prepared by Frost & Sullivan, we are one of the major global leading players in the carbon fiber bicycle parts industry and carbon fiber racket parts industry. As our business is technology-driven, our vision is to offer cutting-edge technology and manufacturing expertise in carbon composite to our customers. Our carbon composite products deliver substantial weight savings, endurance and stiffness comparing to those constructed from conventional materials, such as steel and aluminum, and in doing so, our products offer remarkable and valuable efficiency and performance benefits to our customers in various applications. While our technology has potential applications over a broad range of industries, we currently have our main focus on the sporting goods industry and we prioritize the electric bicycle market to commercialize our technology. We are based in Taiwan with our headquarters, research and development (“R&D”) center and material laboratory located in Taichung, Taiwan. The R&D center in Taichung focuses on resin material applications, new product development, production process enhancement, structural design of products, testing on product performance and enhancement on strength and stiffness of products. Our business focuses on the research and development to provide wide range of carbon composite products solutions. As of April 18, 2023, (i) with respect to manufacturing, we outsourced our manufacturing to a number of factories in the PRC and will gradually expand such outsourced factories to the U.S. and Europe; and (ii) with respect to R&D, we have retained at least 10 engineers from the PRC to assist our R&D center in Taiwan to build a prototype line which we will implement in our upcoming production in the U.S. and Europe. We primarily generate revenue through three divisions and revenue streams, namely (i) sales of bicycles parts of sports bicycles and electric bicycles; (ii) sales of paddle rackets for use in racket games such as tennis, badminton, squash and beach tennis; and (iii) sales of other products, which mainly include structural parts of automobiles, other sporting goods and healthcare products. Our bicycle parts and rackets are mainly supplied directly or indirectly to customers located in Switzerland, France, Italy, the Netherlands, Germany and Japan and they market and distribute their products worldwide. Other customers which rely on our new products, such as automobile parts and healthcare products, are mainly located in Australia, Canada and Japan. Advanced carbon composite materials offer a number of advantages relative to traditional materials, including light weight, high strength to weight ratio, high stiffness, and improved resistance to heat, corrosion and fatigue. Nonetheless, different products require different degrees and combinations of such properties according to their functions. Carbon composite materials are formed by combining carbon fibers and resins. The properties of carbon composite materials could vary largely due to different systems of resin and structural arrangement. Differing from our competitors in the industry, instead of using preset formulas of resins with lower degrees of flexibility, we have our own R&D center to develop our own resin systems and formulas according to the product requirements. Therefore, we are able to incorporate customized resin systems that can be optimized for specific parameters, such as durability, temperature performance, cure times and viscosity. This not only allows us to present to clients our products with high precision to customers’ specifications from outsourced factories, but also offers us flexibility in developing a greater variety of new products in the future. Thus, we believe that the parallel development of our complex product and process technology has resulted in our competitive advantage which makes it difficult for our competitor to replicate. In April 2023, we disposed of our 80.5% equity interests in each of our two PRC operating subsidiaries, namely, Dongguan YMA and Dongguan Forwell. Prior to the disposals, products under the original equipment manufacturing (“OEM”) and the original design manufacturing (“ODM”) business models were manufactured by both Dongguan YMA and Dongguan Forwell in our production plant in Dongguan, the PRC. After the disposals, we will continue to utilize Dongguan YMA and Dongguan Forwell to manufacture products under the ODM and OEM business models for the next two years, as we have entered into OEM/ODM agreements and their respective supplemental agreements with the two entities in April 2023. Our management team believes that the foregoing disposals will not materially impact our ODM and OEM models as we will procure and/or provide the raw materials (carbon fiber yarn from our Japan supplier) utilizing our in-house resin technologies for manufacturing that are required under the ODM and OEM models, and thus, we will continue to control the quality of the raw materials. Under both business models, our sales team or R&D team will oversee product development processes and conduct quality control on the semi-finished products and the finished products, as has been our practice in the past. Simultaneously, we will also build our production bases in USA and Europe regions to diversify our production. Our total revenue for the six months ended June 30, 2024 and 2023 amounted to $8.1 million and $13.9 million, respectively. Our sales of bicycle parts accounted for approximately 79.2% and 61.8% of our total revenues for the six months ended June 30, 2024 and 2023, respectively. Our sales from our rackets business segment brought us considerable revenue for the six months ended June 30, 2024 and 2023, which accounted for approximately 11.9% and 31.2%, respectively, of our total revenues. Our sales of other products accounted for approximately 8.8% and 7.0.0%, respectively, of our total revenues for the six months ended June 30, 2024 and 2023. Our total revenue for the years ended December 31, 2022 and 2023 amounted to $39.4 million and $23.8 million, respectively. Our sales of bicycle parts accounted for approximately 63.2% and 64.0% of our total revenues for the years ended December 31, 2022 and 2023, respectively. Our sales from our rackets business segment brought us considerable revenue for the years ended December 31, 2022 and 2023, which accounted for approximately 33.7% and 29.6%, respectively, of our total revenues. Our sales of other products accounted for approximately 3.1% and 6.4%, respectively, of our total revenues for the years ended December 31, 2022 and 2023. While having our main focus on development and sales of key structural parts of bicycles and rackets in the past years, we would not limit ourselves to the existing scope of products. We intend to extend our product spectrum by launching new products, such as sporting goods for new sports such as paddles for racket sports and mast foils for surfing, and further expand our production on relatively new existing products that are emerging in the market, including key structural parts of electric bicycles, automobile and robotic arms, bicycle crank sets and other healthcare products, such as wheelchairs and senior walkers. We target to achieve growth in terms of both scale and scope. To expand our scale, we have identified strategic investments post initial public offering. First, in October 2022, we entered into a non-binding memorandum of understanding with an Abu Dhabi company to build and operate a carbon fiber bicycle manufacturing facility in Khalifa Industrial Zone, Abu Dhabi, United Arab Emirates, to serve the European market through acquisition, joint venture and/or co-branding production. Second, in April 2023, we entered into a non-binding memorandum of understanding with a potential partner, a French based manufacturing company, to form a partnership to build a carbon fiber racquet brand and manufacturing factory in France. Lastly, in April 2023, we entered into a non-binding memorandum of understanding with a potential acquisition target, a United Kingdom based bicycle company engaging in sales marketing and distribution in the bicycle and sporting goods trade, to acquire not less than 30% of the potential acquisition target’s shareholding. As such, this will enable us to diversify our business operations into the retail bicycle market industry and to establish the U.S. Production Line and R&D center (as discussed below) in Houston to serve the U.S. market. As for growth in terms of scope, we anticipate that, by the third quarter of 2025, we will launch our own brand on electric bicycle and sporting goods, and will establish sales and administration offices in the U.S., which will work closely with our office in Taiwan for U.S. market sales and expansion, and in the Netherlands, which will be handling sales on our online business platform. We also expect to further extend our production of automobile parts so as to leverage on the surging market demand for electric vehicles. By December 2025, we expect to establish our U.S. Production Line and R&D center in the U.S., with a view to developing automation of our production process and integrating the most advanced technology to our production. In this regard, we intend to invest in a manufacturer of carbon fiber products in the U.S. We have been in contact with several potential target companies in the U.S., one of which is a U.S.-based aerospace composite parts manufacturer. We also plan to establish our second R&D center in Houston, Texas and our initial plan is to hire 2 employees for developing composite material and conducting research on chemical interactions. --- Our principal executive offices in Taiwan are located at 7F-1, No. 633, Sec. 2, Taiwan Blvd., Xitun District, Taichung City 407, Taiwan (R.O.C.). Our telephone number at this address is +886-423229900. Our registered agent in Cayman Islands is Portcullis (Cayman) Ltd of The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman, KY1-1208, Cayman Islands. Our principal website is www.ymaunivers.com. Our agent for service of process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.