KLA-iBotics Holdings Ltd Filed Primary

What the company does

KLA-iBotics Holdings Limited is a British Virgin Islands holding company that conducts its operations mainly in Hong Kong through its operating subsidiaries, Kamui Logistics Automation System Limited and Jingxing Storage Equipment Engineering (H.K) Co. Limited. The company is concentrated in logistics automation and storage equipment, with substantially all of its revenue derived from a single affiliated customer, Kamui Construction & Engineering Group Limited, which is wholly owned by its controlling shareholder. The offering involves shares of the BVI holding company rather than the operating subsidiaries.

Use of proceeds

Based on an assumed initial public offering price, the company estimates net proceeds after underwriting discounts and offering expenses payable by it. It plans to use approximately 30% of the net proceeds for expansion into new geographic markets, approximately 30% for marketing and promotional expenses, approximately 20% for recruitment of personnel for the expansion of operations, and the balance to fund working capital and for other general corporate purposes.

Underwriters

Extracted from F-1 0001213900-26-062796, filed May 29, 2026 and verified against that filing text.

Key risk factors

• Customer concentration

  “For the two years ended March 31, 2025 and 2024, 96.8% and 93.1% of our total revenue was accounted by one customer, Kamui Construction & Engineering Group Limited, an affiliated entity which is wholly-owned by our controlling shareholder, Kamui Development Group Limited, a wholly-owned subsidiary of Reitar Logtech which is a public company on the Nasdaq Capital Market.”

• VIE and PRC regulatory risk

  “We may be subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to the cybersecurity review and regulatory review of oversea listing of our Class A Ordinary Shares through an offshore holding company.”

• PRC government intervention

  “Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations.”

• Holding Foreign Companies Accountable Act

  “In addition, our Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act (the "HFCA Act") (as amended by the Accelerating Holding Foreign Companies Accountable Act, which was enacted on December 29, 2022) if the Public Company Accounting Oversight Board (United States) (the "PCAOB") is unable to inspect our auditors for two consecutive years.”

• Holding company structure and dividend access

  “If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our subsidiary by way of dividend payments.”

• Supplier availability and cost

  “Decreased availability or increased costs of key logistics and supply chain inputs, including third-party supplies of equipment and materials could impact our cost of operations and our profitability across business lines.”

• Cross-border transfer restrictions

  “To the extent cash or assets in our business is in Hong Kong or in our Hong Kong subsidiaries, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on our ability or the ability of our subsidiary by the PRC government to transfer cash or assets.”

• Controlled company governance exemptions

  “Following the completion of this offering, we will be a "controlled company" within the meaning of the NYSE American Company Guide and may rely on exemptions from certain corporate governance requirements.”