Linkhome Holdings Inc

S-11 ea0203553-04.htm REGISTRATION STATEMENT

Asfiled with the U.S. Securities and Exchange Commission on June 21, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Linkhome Holdings Inc.

(Exact name of registrant as specified in its charter)

2 Executive Circle, Suite 100

Irvine, CA 92614

(626) 678-0777

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Zhen “Bill” Qin

Chief Executive Officer

2 Executive Circle, Suite 100

Irvine, CA 92614

(626) 829-2666

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or Securities Act, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated June 21, 2024.

PRELIMINARY PROSPECTUS

LINKHOME HOLDINGS INC.

[_] Shares

Common Stock

This is an initial public offering of shares of common stock, par value $0.001 per share, of Linkhome Holdings Inc.

We are offering [] shares of our common stock. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $[] and $[_]. We have applied to list our common stock on the Nasdaq Capital Market under the symbol “LHAI,” and this offering is contingent upon obtaining approval of such listing.

Our founder and Chief Executive Officer, Zhen “Bill” Qin, and his spouse Na Li, our Chief Financial Officer (the “Controlling Stockholders”), collectively beneficially own 60.2% of the voting power of our outstanding voting securities. As a result, we are, and upon the completion of this offering expect to be, a “controlled company,” as defined under the listing rules of the Nasdaq Stock Market (“Nasdaq”). We intend to rely on some of the exemptions from the corporate governance requirements that are available to controlled companies. For as long as we remain a controlled company, we are permitted to elect to rely, and may rely, on certain exemptions from certain Nasdaq corporate governance requirements. See “Prospectus Summary — Implications of Being a Controlled Company” and“Risk Factors” for a further discussion of our risks.

We are an “emerging growth company” and a smaller reporting company under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and for future filings.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 13 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

(1) See “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters an option for a period of 45 days to purchase up to an additional [_] shares of our common stock solely to cover over-allotments, if any, less underwriting discounts and commissions.

The underwriters expect to deliver the shares against payment on , 2024.

EF Hutton LLC

Prospectus dated , 2024