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+Each of our officers and directors presently has, and any of them in the future may have additional fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select a business combination target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 24 months from the closing of this offering, and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select a business combination target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, we will reimburse an affiliate of our sponsor in an amount equal to $5,000 per month for office space, utilities and secretarial and administrative support made available to us, as described elsewhere in this prospectus. Upon consummation of this offering, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of our sponsor. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand. See the sections titled Summary Sponsor Information , The Offering Conflicts of Interest , Risk Factors Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination Since our sponsor, officers and directors, any other holder of our founder shares, including any non-managing sponsor investors, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination and Management Conflicts of Interest for more information. Table of Contents We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination, and if we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination (such 24-month period and any such extension, if approved, are collectively referred to herein as the completion window ). If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their public shares upon the approval and effectiveness of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within the completion window, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay liquidation expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the New York Stock Exchange (the NYSE ), under the symbol ALUB U, on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Santander US Capital Markets LLC, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and public warrants will be listed on the NYSE under the symbols ALUB and ALUB WS, respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 44 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.31 $ 7,750,000 Proceeds, before expenses, to us $ 9.69 $ 242,250,000 ____________ (1) Includes $250,000 (such amount to remain unchanged in the event the underwriters over-allotment option is exercised in full) payable to Santander US Capital Markets LLC upon the closing of this offering. Also includes $0.30 per unit on all units sold ($7,500,000 in the aggregate or $8,625,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to Santander US Capital Markets LLC for deferred underwriting commissions to be deposited into a trust account located in the United States and released to Santander US Capital Markets LLC for its own account only upon the completion of an initial business combination. See Underwriting for a description of compensation and other items of value payable to the underwriters. In addition to the underwriting discounts and commissions, we have also engaged Santander US Capital Markets LLC to provide advisory services from time to time. As compensation for the services provided under an engagement letter, we shall pay Santander US Capital Markets LLC a fee equal to 3.00% of the gross proceeds from this offering, payable upon the completion of an initial business combination. We have agreed to indemnify Santander US Capital Markets LLC and its affiliates in connection with its role in providing such advisory services. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters overallotment option is exercised in full ($10.00 per unit in either case), will be placed into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. Table of Contents Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the public warrants included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. See Risk Factors Risks Relating to Our Securities The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline. The following table illustrates the difference between the public offering price per unit and our net tangible book value per share ( NTBV ), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels as well as assuming the exercise in full and no exercise of the underwriters over-allotment option. See Dilution. As of June 30, 2025 Offering Price of $10.00 per Unit 25% of Maximum Redemption 50% of Maximum Redemption 75% of Maximum Redemption Maximum Redemption NTBV NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price Assuming Full Exercise of Underwriters Over-Allotment Option $ 7.55 $ 6.93 $ 3.07 $ 5.91 $ 4.09 $ 3.87 $ 6.13 $ (2.26) $ 12.26 Assuming No Exercise of Underwriters Over-Allotment Option $ 7.54 $ 6.93 $ 3.07 $ 5.90 $ 4.10 $ 3.86 $ 6.14 $ (2.29) $ 12.29 Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular business combination target is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a business combination target as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand. See Proposed Business Sourcing of Potential Business Combination Targets , Summary Sponsor Information , The Offering Conflicts of Interest , Risk Factors Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination Since our sponsor, officers and directors, any other holder of our founder shares, including any non-managing sponsor investors, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination and Management Conflicts of Interest for more information. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2025. _____________________________________ Sole Book-Running Manager Santander , 2025 Table of Contents TABLE OF CONTENTS Page Summary 1

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+This summary is not complete and does not contain all of the information that you should consider before investing in the securities offered by this prospectus. You should read this summary together with the entire prospectus carefully, including Risk Factors and our financial statements and the related notes incorporated by reference into this prospectus, before making an investment decision. See Risk Factors for a discussion of the risks involved in investing in our securities. Corporate Overview We are a clinical stage biopharmaceutical company focused on the development and commercialization of therapeutics that target lipid-signaling modulation pathways, including the endocannabinoid system (the ECS ), a network of receptors and neurotransmitters that form a biochemical communication system throughout the body. Our product candidate pipeline broadly leverages leading scientific methodologies and balances risk across mechanisms of action and stages of development. Our programs represent a comprehensive approach in utilizing the power and promise of lipid signaling to develop pharmaceuticals for patients with unmet healthcare needs. We are currently developing a dual cannabinoid (CB) agonist that targets both the CB1 and CB2 receptors. This synthetic small molecule program is a G protein-coupled receptor ( GPCR ) designated ART27.13. We are developing ART27.13 as a potential treatment for cancer-related anorexia and it is currently in a Phase 1b/2a trial, titled the Cancer Appetite Recovery Study ( CAReS ). Our second program, ART26.12 is a small molecule and the lead product candidate from our chemical library of inhibitors of fatty acid binding proteins, notably Fatty Acid Binding Protein 5 ( FABP5 ). We received U.S. Food & Drug Administration (the FDA ) clearance for our Investigational New Drug ( IND ) application for ART26.12 in July 2024 and have completed enrolment to a Phase 1 clinical trial in healthy subjects to support the development towards an agent intended to treat chemotherapy-induced peripheral neuropathy. In addition, ART26.12 may have broad applications as a cancer therapeutic, as a treatment for dermatologic conditions, such as psoriasis, as a treatment for pain and inflammation, and potential use in anxiety-related disorders, including post-traumatic stress disorder. In June 2025, we announced favorable results from our first-in-human study evaluating ART26.12. The Phase 1 Single Ascending Dose (SAD) study was designed to assess the safety, tolerability, and pharmacokinetics of ART26.12 in healthy volunteers and enrolled 49 subjects. All adverse events (AEs) were mild, transient, and self-resolving. No drug-related AEs were observed in the blinded dataset, and no tolerability issues or safety signals were detected across multiple assessments (vital signs, ECGs, clinical laboratory tests, physical examinations, and visual analogue mood scales). In addition, full dose-exposure profiles were successfully explored. Plasma analysis confirmed dose-dependent, linear absorption across the evaluated range. A wide safety margin was observed between estimated therapeutic plasma concentrations and the highest exposure levels achieved, supporting potential titration for maximum efficacy in future studies. We are also developing our own invention ART12.11 (the CBD cocrystal ). ART12.11 is our patented solid-state composition of cannabidiol ( CBD ) and tetramethylpyrazine ( TMP ). TMP serves as the coformer in the CBD cocrystal. ART12.11 may be considered by the regulatory authorities as a fixed drug combination instead of a new chemical entity ( NCE ). We obtained two of our patent protected product candidates through our in-licensing activities. Our first in-licensed program, ART27.13, is being developed for cancer-related anorexia. ART27.13 is a peripherally-selective high-potency dual CB1 and CB2 full-receptor agonist, which was originally invented at AstraZeneca plc ( AstraZeneca ). We exercised our option to exclusively license this product candidate through the NEOMED Institute ( NEOMED ), a Canadian not-for-profit corporation, renamed adMare Bioinnovations ( adMare ) in June 2019, which had obtained rights to ART27.13 from AstraZeneca. In Phase 1, single dose studies in healthy volunteers and a multiple ascending dose study in individuals with chronic low back pain conducted by AstraZeneca, ART27.13 exhibited an attractive pharmacokinetic and absorption, distribution, metabolism, and excretion profile and was well tolerated within the target exposure range. It also exhibited dose-dependent and potentially clinically meaningful increases in body weight. Importantly, the changes in body weight were not associated with fluid retention or other adverse effects and occurred at exposures without central nervous system ( CNS ) side effects. Discussions with United Kingdom ( UK ), U.S. and Canadian regulators indicate there is a potential pathway for development of ART27.13 for the treatment of cancer-related anorexia, which affects approximately 60% of advanced stage cancer patients. 1 Table of Contents We commenced enrollment and dosed the first patient in CAReS, our Phase 1b/2a clinical study of cancer-related anorexia with ART27.13 in April 2021 and completed enrolling patients in the Phase 1b during the first quarter of 2023. Data from the Phase 1b stage was used to determine the most effective and safe dose selected as the starting dose for the Phase 2a portion of CAReS. We received approval from the regulatory authorities in the UK, Ireland and Norway to increase the daily dose from the starting dose of 650 micrograms to 1,000 micrograms after 4 weeks and up to 1,300 micrograms initiated at 8 weeks in patients for whom intra-patient dose escalation is expected to be well tolerated. We also received approval from the regulatory authorities to enroll 40 evaluable patients into the Phase 2a stage with a 3:1 randomization of ART27.13 to placebo. We initiated the Phase 2a portion of CAReS during April 2023. As of May 6, 2025, 18 clinical sites across five countries were open for enrollment. As of June 30, 2025, 32 participants have been enrolled. On September 3, 2025, we announced interim results from the Phase 2a CAReS trial. In the interim analysis, 18 evaluable patients-primarily with lung and gastrointestinal cancers not receiving cyclic chemotherapy-were included. After 12 weeks of treatment in patients who titrated to the top dose evaluated of 1300 micrograms (n=5), ART27.13 demonstrated compelling increases in mean body weight of 6.38% (Standard Deviation or SD 9.50) compared to patients on placebo (n=6) who lost -5.42% (SD 8.17). The maximum weight gain in the ART27.13 group reached 18.5%, versus only 0.4% in placebo. The maximum weight loss in the placebo arm was -17.4%, compared to just -3.0% in the ART27.13 group. Additional benefits were seen in lean body mass, with a +4.23% increase (SD 5.37) in the treatment group versus a -3.15% loss (SD 4.89) in placebo at one month, as well as qualitative improvements in total and weekly activity scores. Safety results were consistent with prior findings. Among the 32 participants enrolled in the CAReS Phase 2 trial to date, 7 patients (22%) experienced adverse events that may be related to ART27.13. All were mild or moderate, with the exception of a single case of severe malaise, and no drug-related serious adverse events were reported. These data are aligned with safety outcomes observed in Phase 1 of CAReS, supporting ART27.13 s overall favorable tolerability and acceptable safety profile. Our second in-licensed patented program is being advanced from our platform of small-molecule inhibitors of fatty acid binding proteins, notably FABP5. Fatty acid binding proteins ( FABPs ) are attractive therapeutic targets, however, the high degree of sequence and structural similarities among family members made the creation of drugs targeting specific FABPs challenging. FABP5 is believed to specifically target and regulate one of the body s endogenous cannabinoids, anandamide ( AEA ). While searching for a FABP5 inhibitor to regulate AEA, researchers at Stony Brook University ( SBU ) discovered the chemistry for creating a large library of compounds which we believe to be highly specific and potent small molecule inhibitors of FABP5 and other isoforms. SBU received approximately $8.0 million in funding from the National Institutes of Health to develop FABP5 inhibitor candidates including a $4.2 million grant in 2020 to advance research of FABP5 inhibition in prostate cancer. We licensed the rights to world-wide intellectual property in all fields and certain know-how to these inhibitors from SBU. Our lead FABP5 inhibitor program is designated ART26.12. Preclinical research with ART26.12 showed evidence of activity in multiple pain models including osteoarthritis, cancer bone pain, and neuropathic pain. Based upon positive preclinical evidence from five separate studies showing promising activity and a differentiated mechanism-of-action for the prevention and treatment of painful neuropathies, including diabetic neuropathy and Chemotherapy Induced Peripheral Neuropathy ( CIPN ), we prioritized CIPN as the initial indication for development of ART26.12. Treatment and/or prevention of CIPN is a significant unmet need, often resulting in anti-cancer treatment delays or discontinuations, and there are currently no approved treatments for CIPN by the regulatory authorities in the U.S., UK or EU. We submitted an IND application for ART26.12 to the FDA on 10th of June 2024 and received a study may proceed notice from the FDA on the 8th of July 2024. First-in-human studies for ART26.12 began in Q4 of 2024 and we successfully completed dosing all 48 healthy volunteers planned for the Phase 1 Single Ascending Dose study at the end of April 2025. In addition to its potential as a synthetic endocannabinoid modulator with development targeting pain, inflammation, dermatologic conditions such as psoriasis, FABP5 is understood to play an important role in lipid signaling and is believed to be an attractive strategy for drug development in oncology. Large amounts of human biomarker and animal model data support FABP5 as an oncology target, including triple negative breast cancer, ovarian cancer, cervical cancer, and castration-resistant prostate cancer. Through our sponsored research we have also subsequently identified a potential role for FABP5 inhibition to treat anxiety disorders, such as Post Traumatic Stress Disorder ( PTSD ). We have been awarded a research grant in Canada to expand on our earlier research at the University of Western Ontario in this new development area. 2 Table of Contents In addition to our in-licensed programs, we have internal discovery research initiatives which resulted in ART12.11, a proprietary cocrystal composition of CBD and TMP. The crystal structure of CBD is known to exhibit solid polymorphism, or the ability to manifest in different forms. Polymorphism can adversely affect stability, dissolution, and bioavailability of a drug product and thus may affect its quality, safety, and efficacy. Based upon our research, we believe our CBD cocrystal exists as a single crystal form and as such is anticipated to have advantages over other solid forms of CBD that exhibit polymorphism. Emerging data demonstrates potential advantages of this single crystal structure, including improved stability, solubility, and a more consistent absorption profile. We believe these features have contributed to a more consistent and improved bioavailability and pharmacokinetic profile which may ultimately lead to improved safety and efficacy in human therapeutics, as already demonstrated in animal studies. Presently, we have two U.S. patents, one pending U.S. patent application, six foreign patents (Australia, Brazil, China, Mexico, Japan and Taiwan) and three pending foreign patent applications (Canada, Europe, and South Korea) directed to our cocrystal composition of CBD. Composition claims are generally known in the pharmaceutical industry as the most desired type of intellectual property and should provide for long lasting market exclusivity for our synthetic CBD cocrystal drug product candidate. In addition, due to the reasons outlined above, we believe that our synthetic CBD cocrystal will continue to demonstrate a superior set of pharmaceutical properties compared to non-cocrystal CBD compositions. We plan to develop ART12.11 for multiple potential indications where CBD has shown activity of such anxiety disorders, including PTSD, depression, and other possible uses such as epilepsy and insomnia. We are developing our product candidates in accordance with traditional regulated drug development standards and expect to make them available to patients via prescription or physician orders only after obtaining marketing authorization from a country s regulatory authority, such as the FDA. Our management team has experience developing, commercializing, and partnering ethical pharmaceutical products, including several first-in-class therapeutics. Based upon our current management s capabilities and the future talent we may attract, we plan to retain rights to internally develop and commercialize products; however, we may seek collaborations with partners in the biopharmaceutical industry when a partnering strategy serves to maximize value for our stockholders.

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+PROSPECTUS SUMMARY This summary highlights selected information from this prospectus and does not contain all of the information that is important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included elsewhere in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, Unaudited Pro Forma Condensed Combined Financial Information and the financial statements included elsewhere in this prospectus. Unless the context otherwise requires, the terms BBOT, the Company, we, us and our in this prospectus refer to BridgeBio Oncology Therapeutics, Inc. and its consolidated subsidiaries. Overview BBOT is a clinical-stage biotechnology company with the mission of transforming the lives of patients with cancers driven by RAS and PI3K , the two most frequently mutated oncogenes. Aberrant RAS signaling drives uncontrolled tumor growth in some of the deadliest cancers, including lung, breast, pancreas and colon cancer. This can come from mutations in RAS itself, which underlie approximately 30% of all human cancers, or from RAS-mediated overactivation of PI3K . Our goal is to provide meaningful benefit to patients by designing and developing new therapies to achieve high levels of target inhibition against these oncogenic drivers while maintaining a favorable tolerability profile. Our pipeline consists of three orally bioavailable small molecule inhibitors that were designed and optimized within BBOT with the goal to provide patients with significant benefit over standard of care. Additionally, we believe BBOT has the opportunity to provide further benefit to patients with KRAS mutant tumors through combination of our inhibitors. We believe our pipeline has the opportunity to address a large number of patients afflicted with metastatic cancer. Our first (BBO-8520) and third (BBO-11818) programs target KRAS the most mutated oncogene. KRAS is a small GTPase protein that acts like a molecular switch, toggling between the GTP-bound active ON state, and Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell 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 AUGUST 29, 2025 PRELIMINARY PROSPECTUS BridgeBio Oncology Therapeutics, Inc. 63,054,549 Shares of Common Stock by the Selling Securityholders This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the Selling Securityholders ) of up to 63,054,549 shares of common stock, par value $0.0001 per share of BridgeBio Oncology Therapeutics, Inc. (the Common Stock ) consisting of (i) up to 24,343,711 shares of Common Stock (the PIPE Shares ) issued in a private placement pursuant to subscription agreements entered into on February 28, 2025 (the PIPE Financing ), (ii) up to 4,648,186 shares of Common Stock issued to the Sponsor (as defined below) and certain initial shareholders of Helix (as defined below) in connection with the Business Combination (as defined below), (iii) up to 32,155,445 shares of Common Stock issued or issuable to certain equity holders of the Company pursuant to the Business Combination and (iv) 1,907,207 shares of Common Stock issuable upon exercise of stock options at exercise prices ranging from $1.02 to $7.88 per share (the Options ), issued to certain of our affiliates upon conversion of stock options in TheRas, Inc. dba BridgeBio Oncology Therapeutics in connection with the Business Combination. We will not receive any proceeds from the sale of shares of common stock by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Options to the extent such Options are exercised for cash. However, we will pay the expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus. We are registering the offer and sale of certain securities described above to satisfy certain registration rights we have granted. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders and any of their permitted transferees may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sell the securities under this prospectus, is provided under Selling Securityholders and Plan of Distribution in this prospectus. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Common Stock is listed on the Nasdaq Global Market under the symbol BBOT . On August 28, 2025, the closing price of our Common Stock was $9.45 per share. We are an emerging growth company, as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements. Investing in our securities involves risks that are described in the Risk Factors section beginning on page 10 of this prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2025. Table of Contents INTRODUCTORY NOTE AND FREQUENTLY USED TERMS On August 11, 2025 (the Closing Date ), Helix Acquisition Corp. II., a Cayman Islands exempted company ( Helix ), consummated the previously announced Business Combination pursuant to the terms of the business combination agreement, dated February 28, 2025 and amended on June 17, 2025 (as amended, the Business Combination Agreement ), with Helix II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of DYNS ( Merger Sub ), and TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics), a Delaware corporation ( TheRas ). Pursuant to the Merger Agreement, on the Closing Date, (i) immediately prior to the consummation of the Business Combination, Helix filed a Certificate of Corporate Domestication and a Certificate of Incorporation with the Delaware Secretary of State and filed an application to de-register with the Registrar of Companies of the Cayman Islands (collectively, the Domestication ), (ii) upon effectiveness of the Domestication, Helix became a Delaware corporation and changed its corporate name to BridgeBio Oncology Therapeutics, Inc. (the Company or BBOT ), and (iii) Merger Sub merged with and into TheRas (the Merger ), with TheRas surviving the Merger as a direct, wholly-owned subsidiary of the Company (collectively, the Merger and Domestication, along with certain other transactions in the Business Combination Agreement, the Business Combination ). Unless the context otherwise requires, references in this prospectus to TheRas , the Company , us , we , our and any related terms prior to the closing of the Business Combination are intended to mean TheRas, and references to BBOT , the Company , us , we , our and any related terms after the closing of the Business Combination, are intended to mean the Company and its consolidated subsidiaries. In addition, in this document, unless otherwise stated or the context otherwise requires, references to: 2016 Plan means the TheRas, Inc. 2016 Equity Incentive Plan, as amended. 2025 Plan means the BridgeBio Oncology Therapeutics, Inc. 2025 Stock Option and Incentive Plan. 2025 ESPP means the BridgeBio Oncology Therapeutics, Inc. 2025 Employee Stock Purchase Plan. Business Combination means, collectively, the Merger, the Domestication and the other transactions contemplated by the Business Combination Agreement. Business Combination Agreement means the Business Combination Agreement, dated as of February 28, 2025 (as amended by Amendment No. 1 to the Business Combination Agreement, dated as of June 17, 2025, and as it may be further amended, restated, supplemented or otherwise modified from time to time) by and among Helix, Merger Sub, and BBOT. Bylaws means the bylaws of Company which became effective upon the Domestication. Charter means the certificate of incorporation of Company which became effective upon the Domestication. Company means Helix after the consummation of the Domestication, which was renamed BridgeBio Oncology Therapeutics, Inc. Closing means the closing of the Business Combination. Closing Date means August 11, 2025. DGCL means the General Corporation Law of Delaware. Table of Contents the GDP-bound inactive OFF state. Oncogenic mutations in KRAS disrupt the normal equilibrium of the two states, resulting in a dramatic increase in the proportion of the ON state, and ultimately activating pathways that result in uncontrolled cell growth and cancer progression. The majority of KRAS mutations occur in codon 12, with KRAS G12C being the most prevalent. Tumors with this KRAS mutation are present in approximately 15% of NSCLC. In 2021, the FDA approved the first therapeutic that specifically targets KRAS G12C. However, this first-generation drug and others like it exclusively target the OFF state, which renders them susceptible to adaptive resistance, which may limit their efficacy and durability. In contrast, BBO-8520, our orally bioavailable dual KRAS G12C ON/OFF inhibitor, directly engages both states of the mutant protein. We believe BBO-8520 s next-gen mechanism of action and degree of potency can provide significant benefit to patients with KRAS G12C-driven NSCLC both as monotherapy and in combination with other therapies. BBO-8520 is currently in the dose escalation portion of our ONKORAS-101 trial, being evaluated in metastatic KRAS G12C mutant NSCLC patients na ve to, or previously treated with, a KRAS G12C OFF inhibitor. BBO-8520 will also be evaluated in combination with pembrolizumab in KRAS G12C mutant metastatic NSCLC. We expect to share initial interim data from ONKORAS-101 in the second half of 2025. PI3K is involved in many aspects of cell physiology, including growth, differentiation, survival and migration. It also plays an important role in glucose homeostasis through direct activation of its catalytic subunit, p110a, by insulin and IGF-1. In addition to its role in physiologic processes, an oncogenic form of PI3K (encoded by the PIK3CA gene) as well as activating mutations in PIK3CA were identified over 20 years ago. As such, oncology drug discovery and development have explored inhibition of the kinase activity of the p110a catalytic subunit to block PI3Ka signaling. Unfortunately, all of these initial efforts have been hampered to varying degrees by undesired hyperglycemia and hyperinsulinemia side effects as they cannot adequately block oncogenic signaling without effects on glucose homeostasis. More recently, direct binding and activation of PI3K by RAS proteins has been described in tumorigenesis. Additionally, several studies in mice have shown that selective blocking of RAS activation of PI3K can slow tumor growth without interfering with glucose homeostasis. We set out to discover a small molecule that can block RAS activation of PI3K with the goal of inhibiting oncogenic signaling while avoiding hyperglycemia and hyperinsulinemia. If successful, we may be able to achieve high levels of target inhibition in patients while maintaining a favorable tolerability profile. BBO-10203, our RAS:PI3K Breaker, is an oral drug candidate that targets the RAS-binding domain of PI3K , preventing its activation by HRAS, NRAS, and KRAS in tumors. BBO-10203 s mechanism of action can inhibit PI3Ka signaling in tumors and avoid hyperglycemia and hyperinsulinemia in preclinical models. This stems from the simple fact that insulin signaling does not rely on RAS proteins to mediate glucose uptake. Thus far, we have observed activity in preclinical models and settings where RAS or PI3K is known to play a role in tumorigenesis, such as tumors with oncogenic mutations in KRAS or PIK3CA. However, an important additional feature of BBO-10203 is that it is agnostic to the mutational status of RAS and PIK3CA, i.e. BBO-10203 can work in settings where either or both are wild-type. For example, we have observed activity in preclinical models with amplified or overexpressing HER2. So far, in non-clinical testing, BBO-10203 has elicited significant tumor growth inhibition in multiple tumor types as monotherapy, and shown promising activity in combination with HER2 inhibitors, mutant KRAS inhibitors, ER antagonists, CDK4/6 inhibitors, and chemotherapy. BBO-10203 is currently in the dose escalation portion of the Breaker-101 trial, evaluating the molecule in HER2 amp and ER+ breast cancer, as well as KRAS mutant CRC and NSCLC, both as monotherapy and in combination. We expect to share early data from the trial in the first half of 2026. Our third drug candidate, BBO-11818, is an orally bioavailable pan KRAS ON/OFF inhibitor designed to bind directly to the target. It is able to bind to KRAS G12D, G12V, G12C and WT KRAS with picomolar affinity. In KRAS mutant cells, BBO-11818 has shown low nanomolar potency with greater than 500-fold selectivity for KRAS over H- and NRAS. Like BBO-8520, BBO-11818 was designed to inhibit KRAS in both its ON and Table of Contents Exchange Act means the Securities Exchange Act of 1934, as amended. EMA means the European Medicines Agency. FDA means the U.S. Food and Drug Administration. Helix means Helix Acquisition Corp. II (which prior to the Domestication was an exempted company incorporated under the laws of the Cayman Islands and following the Domestication is now a corporation incorporated under the laws of the State of Delaware). Nasdaq means the Nasdaq Stock Market LLC. SEC means the Securities and Exchange Commission. Securities Act means the Securities Act of 1933, as amended. Sponsor means Helix Holdings II LLC, a Cayman Islands limited liability company. Table of Contents OFF states. We believe these properties will enable BBO-11818 to achieve optimal target inhibition to provide significant benefit to patients with tumors driven by these oncogenes while maintaining a favorable tolerability profile. We submitted the BBO-11818 IND in the first quarter of 2025 and received a study may proceed letter from the FDA. We began enrolling patients with KRAS G12C, G12D, or G12V mutant tumors in March 2025. BBOT is developing three precision oncology assets to serve patients with tumors driven by the two most prevalent oncogenes. We believe each has the potential to deliver meaningful benefit by achieving high levels of target inhibition while maintaining a favorable safety profile. In addition, BBOT is well positioned to develop combination therapies from within our own pipeline to inhibit both the MAPK and PI3K -AKT pathways simultaneously in patients with KRAS mutant tumors. While this has been a major goal in the field for over 20 years, the inability of other inhibitors to distinguish between tumor and wild-type cells has historically resulted in unacceptable toxicity. We aim to succeed where others have failed, due to BBO-10203 s unique mechanism of action that takes advantage of RAS distinct role in tumors. By inhibiting any RAS-driven activation of PI3K , BBO-10203 blocks oncogenic signaling while avoiding hyperglycemia. The fact that BBO-10203 has the potential to provide benefit and avoid hyperglycemia in WT PIK3CA setting is key to our combination approaches, as RAS and PIK3CA are very rarely co-mutated in human cancer. Hence, we will evaluate the combination of BBO-10203 and BBO-8520, and the combination of BBO-10203 and BBO-11818 in the dose expansion portions of ONKORAS-101 and Breaker-101 trials, respectively. Strategy At BBOT, we are accelerating scientific and medical breakthroughs with the goal of delivering well-tolerated, safe medicines with greater efficacy to people facing the deadliest cancers. We focus on patients with RAS- and PI3K -driven malignancies, including lung, breast, colorectal and pancreatic cancers. With deep expertise in small molecule targeted oncology, our team understands that maximizing target inhibition is critical to providing significant benefit to patients with oncogene-addicted tumors, requiring novel mechanisms of action and precise inhibitor design. Using state-of-the-art structure-based drug design, BBOT is advancing two approaches to achieve this goal. First, we have designed KRAS inhibitors that bind the protein directly with high affinity, resulting in inhibition of both the ON and OFF states. By coupling ON-state inhibition the form of KRAS that drives tumorigenesis with high affinity, we believe we can achieve maximal suppression of oncogenic signaling in KRAS-driven tumors. Second, we have designed highly selective PI3K inhibitors that exclusively block RAS-dependent signaling. This approach enables inhibition of RAS-driven PI3K tumorigenesis while preserving PI3K signaling directly activated by growth factor receptors. With this selective mechanism, we believe our RAS:PI3K breakers may achieve high levels of inhibition of RAS-dependent PI3K signaling while minimizing side effects associated with PI3K kinase inhibitors, such as hyperglycemia. Developing these inhibitors both as monotherapy and in combination has the potential to provide meaningful benefit to patients by safely delivering high-level inhibition of oncogenic signaling. Risk Factors Summary An investment in our securities is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors. These risks include, but are not limited to, the following: BBOT has a limited operating history, has not completed any clinical trials, has no products approved for commercial sale, has never commercialized a product, and has not generated any revenue, which may make it difficult for investors to evaluate BBOT s current business and likelihood of success and viability. Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using the shelf registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Common Stock issuable upon exercise of the Options. We will receive proceeds from any exercise of the Options for cash. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled Where You Can Find More Information. Neither we nor the Selling Securityholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. For investors outside the United States: neither we nor the Selling Securityholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under Where You Can Find More Information. Table of Contents BBOT s ability to generate revenue and achieve profitability depends significantly on its ability to achieve its objectives relating to the discovery, development and commercialization of its product candidates. If BBOT is unable to advance its product candidates through development, obtain regulatory approval and ultimately commercialize such product candidates, or experience significant delays in doing so, BBOT s business will be materially harmed. BBOT may require additional capital to finance its operations. If BBOT is unable to raise such capital when needed, or on acceptable terms, BBOT may be forced to delay, reduce or eliminate one or more of its research and drug development programs, future commercialization efforts, product development or other operations. BBOT s preclinical studies and clinical trials may fail to adequately demonstrate the safety and efficacy of any of its product candidates, which would prevent or delay development, regulatory approval and commercialization. Any delays in the commencement or completion, or termination or suspension, of BBOT s current, planned or future clinical trials could result in increased costs to BBOT, delay or limit BBOT s ability to generate revenue and adversely affect BBOT s commercial prospects. The outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials; interim, preliminary and topline data from BBOT s preclinical studies and clinical trials that BBOT announces or publishes from time to time may change as more data become available and are subject to audit and verification procedures that could result in material changes in the final data; and the results of BBOT s clinical trials may not satisfy the requirements of the FDA, EMA or other comparable foreign regulatory authorities. The regulatory approval processes of the FDA, EMA and other comparable foreign regulatory authorities are lengthy, time consuming and inherently unpredictable. BBOT s product candidates may cause significant adverse events, toxicities or other undesirable adverse events when used alone or in combination with other approved products or investigational new drugs that may result in a safety profile that could prevent regulatory approval, prevent market acceptance, limit their commercial potential or result in significant negative consequences. BBOT currently relies on third parties to supply and manufacture preclinical and clinical drug supplies, and BBOT intends to rely on third parties to produce commercial supplies of any approved product, which increases the risk that BBOT will not have sufficient quantities of these product candidates or products or such quantities at an acceptable cost, which could delay, prevent or impair BBOT s development or commercialization efforts. BBOT faces substantial competition which may result in others discovering, developing or commercializing products before or more successfully than BBOT does. Any product candidates BBOT develops may become subject to unfavorable third-party coverage and reimbursement practices, as well as pricing regulations. BBOT s business entails a significant risk of product liability. Obtaining and maintaining regulatory approval of BBOT s product candidates in one jurisdiction does not mean that BBOT will be successful in obtaining regulatory approval of its product candidates in others, and even if BBOT s product candidates receive regulatory approval, they will be subject to significant post-marketing regulatory requirements and oversight. BBOT may seek certain designations for its product candidates, but BBOT might not receive such designations, and even if BBOT does, such designations may not lead to a faster development or regulatory review or approval process. Table of Contents This prospectus contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Table of Contents BBOT is or may become subject to stringent privacy laws, information security laws, regulations, policies and contractual obligations related to data privacy and security. BBOT s success is highly dependent on BBOT s ability to attract, hire and retain highly skilled executive officers and employees. If BBOT is unable to obtain, maintain and enforce patent protection for its technology and product candidates, or if the scope of the patent protection obtained is not sufficiently broad, BBOT s competitors could develop and commercialize technology and products similar or identical to BBOT s. Patent terms may not protect BBOT s competitive position for an adequate amount of time. BBOT may become involved in lawsuits to protect or enforce its patent or other intellectual property rights, which could be expensive, time-consuming and unsuccessful. BBOT relies on third parties to conduct its preclinical studies and clinical trials, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials, research and studies. There may not be an active trading market for Common Stock, which may make it difficult to sell shares of Common Stock. Future sales, or the perception of future sales, by BBOT or its stockholders in the public market could cause the market price for BBOT s securities to decline. BBOT has identified a material weakness in its internal controls over financial reporting. BBOT has increased costs as a result of operating as a public company, and BBOT s management devotes substantial time to related compliance initiatives. We are currently in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by a new U.S. presidential administration and accompanying regulatory activities and economic policies and events related thereto, ongoing military conflicts and geopolitical instability and inflation and interest rates. If we are unable to adequately address these and other risks we face, our business, results of operations, financial condition and prospects may be harmed. Corporate Information We were incorporated on June 15, 2021 as a Cayman Islands exempted company. Upon the Closing, we changed our name to BridgeBio Oncology Therapeutics, Inc. Our principal executive office is located at 256 E. Grand Avenue, Suite 104, South San Francisco, CA 94080, and our telephone number is (650) 405-4770. Our website address is www.bbotx.com. The information contained in or accessible from our website is not incorporated into this prospectus, and you should not consider it part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. Implications of being an Emerging Growth Company and a Smaller Reporting Company The Jumpstart Our Business Startups Act (the JOBS Act ), was enacted in April 2012 with the intention of encouraging capital formation in the United States and reducing the regulatory burden on newly public companies that qualify as emerging growth companies. We are an emerging growth company within the meaning of the JOBS Act. As an emerging growth company, we may take advantage of certain exemptions from various public reporting requirements, including (i) being permitted to present only two years of audited financial statements and selected financial data and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations in our periodic reports and registration statements, including this prospectus, subject to certain exceptions, (ii) not being required to have our internal control over financial Table of Contents reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act ), (iii) certain reduced disclosure requirements related to the disclosure of executive compensation in this prospectus and in our periodic reports and proxy statements, (iv) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the PCAOB ) regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements, and (v) exemptions from the requirement that we hold a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a large accelerated filer, with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) December 31, 2029 (the last day of the fiscal year ending after the fifth anniversary Helix s initial public offering in February 2024). We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to holders of our Common Stock may be different than what you might receive from other public reporting companies in which you hold equity interests. We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter. For certain risks related to our status as an emerging growth company, see the section titled Risk Factors - Risks Related to Operating as a Public Company. Table of Contents THE OFFERING The following summary of the offering contains basic information about the offering and our common stock and is not intended to be complete. It does not contain all the information that may be important to you. For a more complete understanding of our common stock, please refer to the section titled Description of Capital Stock. Resale of Common Stock Shares of Common Stock Offered by the Selling Securityholders Up to 63,054,549 shares of Common Stock consisting of (i) up to 24,343,711 PIPE Shares, (ii) up to 4,648,186 shares of Common Stock issued in connection with the Business Combination, (iii) up to 32,155,445 shares of Common Stock issued or issuable to equity holders of the Company pursuant to the Business Combination and (iv) 1,907,207 shares of Common Stock issuable upon exercise of stock options at exercise prices ranging from $1.02 to $7.88 per share, issued to certain of our affiliates upon conversion of Options in connection with the Business Combination. Common Stock outstanding prior to the exercise of the Options 79,196,710 shares as of the Closing. Common Stock outstanding after the exercise of the Options 81,103,917 shares, based on total shares outstanding as of the Closing. Use of Proceeds All of the shares of Common Stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales, except to the extent the Options are exercised for cash. We may receive an aggregate of up to $8.37 million, assuming the exercise in full of the Options for cash. We expect to use the net proceeds from the exercise of the Options, if any, for general corporate purposes. See Use of Proceeds in this prospectus for more information. Market for our Common Stock Our Common Stock is listed on Nasdaq under the symbol BBOT . Risk Factors See Risk Factors and other information included elsewhere in this prospectus for a discussion of factors you should consider before investing in our securities. The number of shares of common stock outstanding as of the Closing is 79,196,710 and excludes: 2,171,345 shares of Common Stock reserved for issuance pursuant to outstanding options under or subject to the 2016 Plan, which were assumed in the Business Combination, other than the 1,907,207 shares of Common Stock issuable upon the exercise of stock options issued to certain of our affiliates upon conversion of Options in connection with the Business Combination; 5,373,641 shares of Common Stock reserved for issuance under our 2025 Plan, plus any annual increases under the terms thereof; and 895,607 shares of Common Stock reserved for issuance under our 2025 ESPP, plus any annual increases under the terms thereof. Table of Contents

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+Prospectus Summary Founder shares conversion and anti-dilution rights. 14 Table of Contents If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution. This dilution would increase to the extent that the anti-dilution provision of the founder shares result in the issuance of Class A ordinary shares on a greater than one-for-one basis upon conversion of the founder shares at the time of our initial business combination. Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement units, as summarized in the table below. In addition to the restrictions set forth below, up to 1,500,000 founder shares are subject to forfeiture to the extent the over-allotment option is not exercised; further, in the event of a transfer of sponsor membership interests by members of our sponsor or their affiliates, there will be an indirect transfer of the founder shares and private placement units held by our sponsor. Subject Securities Expiration Date Natural Persons and Entities Subject to Restrictions Exceptions to Transfer Restrictions Founder Shares The earlier of (i) six months following the consummation of our initial business combination; or (ii) subsequent to the consummation of our initial business combination, the date on which we consummate a transaction which results in all of our shareholders having the right to exchange their shares for cash, securities, or other property subject to certain limited exceptions. Churchill Sponsor XI LLC Michael Klein Jay Taragin William Sherman Transfers permitted (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor or their affiliates, or any affiliates of our sponsor, (b) in the case of an individual, transfers by gift to members of the individual s immediate family or to a trust, the beneficiary of which is a member of one of the individual s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by virtue of the laws of our sponsor s operating agreement upon dissolution of our sponsor; and (f) transfers by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased. Private Placement Units 30 days after the completion of our initial business combination Churchill Sponsor XI LLC Same as above 15 Table of Contents Subject Securities Expiration Date Natural Persons and Entities Subject to Restrictions Exceptions to Transfer Restrictions Any units, warrants, ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, ordinary shares 180 days after the date of this prospectus Churchill Sponsor XI LLC Michael Klein Jay Taragin William Sherman No transfer without the prior written consent of Citigroup Global Markets Inc., provided, however that we may (1) issue and sell the private placement units; (2) issue and sell the additional units to cover our underwriter s overallotment option (if any); (3) register with the SEC pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, the resale of the private placement units and the Class A ordinary shares issuable upon exercise of the warrants and the founder shares; and (4) issue securities in connection with our initial business combination. However, the foregoing shall not apply to the forfeiture of any founder shares pursuant to their terms or any transfer of founder shares to any current or future independent director of the company (as long as such current or future independent director is subject to the terms of the letter agreement, filed herewith, at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). Up to 1,500,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriter s over-allotment option is exercised. In addition, in order to facilitate our initial business combination as determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement units or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. Pursuant to the letter agreement to be entered with us, each of our sponsor, directors and officers have agreed to a lock-up and restrictions on their ability to transfer, assign, or sell the founder shares and private placement units and securities underlying the private placement units. Further, the sponsor membership interests (including the interests held by the non-managing members) are locked up and not transferable because the letter agreement prohibits indirect transfers. 16 Table of Contents Our letter agreement may be amended without shareholder approval. Such transfer restrictions have been amended in connection with business combinations for certain other special purpose acquisition companies. While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors, or our or their affiliates, of a finder s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination, which, if made prior to the completion of our initial business combination, will be paid from (i) funds held outside the trust account or (ii) permitted withdrawals, in an amount that constitutes a market standard for comparable transactions. No terms for any such arrangements have been determined and no written agreements exist with respect to such arrangements. In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement units, their component securities or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. Corporate Information Our executive offices are located at 640 Fifth Avenue, 12th Floor, New York, NY 10019, and our telephone number is (212) 380-7500. Upon completion of this offering, our corporate website address will be www. .com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. In addition, after completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, Nasdaq will consider us to be a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the controlled company exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and 17 Table of Contents regulations promulgated under the Exchange Act applicable to Exchange Act registered companies. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of the prior June 30th or (ii) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of the prior June 30th. 18 Table of Contents The Offering

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+PROSPECTUS SUMMARY This is only a summary of the Prospectus and, while it contains material information about the Trust and its Shares, it does not contain or summarize all of the information about the Trust and the Shares contained in this Prospectus that is material and or which may be important to you. You should read this entire Prospectus, including Risk Factors on page 14, before making an investment decision about the Shares. For a glossary of defined terms, see Appendix A. Overview of the Trust The VanEck BNB ETF (the Trust ) is an exchange-traded fund that issues common shares of beneficial interest (the Shares ) that are expected to be approved for listing, subject to notice of issuance, on The Nasdaq Stock Market LLC (the Exchange ) pursuant to the Exchange s existing generic listing standards under the ticker symbol VBNB. The Trust is not registered as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act ) and is not required to register under such act. The Trust is not a commodity pool for purposes of the CEA, and the Sponsor is not subject to regulation by the Commodity CFTC as a commodity pool operator or a commodity trading advisor. The Trust is a passive investment vehicle that does not seek to pursue any investment strategy beyond reflecting the performance of the price of BNB. As a result, the Trust will not attempt to avoid losses or hedge exposure arising from the risk of changes in the price of BNB. The Trust's investment objective is to reflect the performance of the price of BNB less the expenses of the Trust's operations. In seeking to achieve its investment objective, the Trust will hold BNB and will value its Shares daily based on the reported MarketVectorTM BNB Index, which is calculated based on prices contributed by trading platforms that the Sponsor's affiliate, MarketVector Indexes GmbH ( MarketVector ), believes represent the top five BNB trading platforms based on the industry leading review report. See The Trust and BNB Prices Description of the MarketVectorTM BNB Index Construction and Maintenance for more information. In the future, to the extent the Sponsor in its sole discretion determines to stake all or a portion of the Trust's BNB, the Sponsor will engage one or more third party staking services providers (each a Staking Services Provider ) to conduct such staking activities ( Staking Activities ). There can be no assurance that the Trust will engage in Staking Activities, meaning that the Trust s BNB will remain unstaked for the foreseeable future and indefinitely if necessary. To the extent that the Sponsor determines to engage in Staking Activities on the Trust s behalf, notification will be made to Shareholders via a prospectus supplement and or a current report filed with the SEC. At the time the Shares are listed on the Exchange, the Trust will not employ its BNB in Staking Activities and accordingly will not earn any form of staking rewards or income of any kind, from Staking Activities. Foregoing potential staking rewards from Staking Activities could cause an investment in Shares of the Trust to deviate from that which might have been obtained by purchasing and holding BNB directly by virtue of giving up staking as a source of return when an investor holds Shares of the Trust. The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective. The Trust is sponsored by VanEck Digital Assets, LLC (the Sponsor ), a wholly-owned subsidiary of Van Eck Associates Corporation ( VanEck ), a U.S. registered investment adviser with approximately $171.7 billion in assets under management as of October 31, 2025. The Sponsor is not registered as an investment adviser and currently is not required to register under the Advisers Act in connection with its activities on behalf of the Trust. The Trust, the Sponsor and the service providers will not loan or pledge the Trust's assets, nor will the Trust's assets serve as collateral for any loan or similar arrangement. BNB is a digital asset that is created and transmitted through the operations of a peer-to-peer blockchain (the BNB Chain ), a network of computers that operates on cryptographic software protocols based on open-source code, the transaction validation and recordkeeping infrastructure of which is collectively maintained by a global user base. The BNB Chain enables users to exchange tokens including BNB, in transactions which are recorded on a distributed public recordkeeping system or ledger known as a blockchain (the BNB Chain ), and which may be used to pay for goods and services or conduct other activities. Because BNB is issued by and can be used to interact directly with the BNB Chain through, e.g., the payment of transaction fees needed to execute smart contract code or record transactions on the BNB Chain, BNB is commonly referred to as the native asset of the BNB Chain. Under normal circumstances, the Sponsor will seek to stake all of the Trust's BNB except for BNB reserved by the Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay Trust expenses or otherwise protect the Trust and its assets. The information in this Preliminary 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 Preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated November 21, 2025 PRELIMINARY PROSPECTUS VanEck BNB ETF The VanEck BNB ETF (the Trust ) is an exchange-traded fund that issues common shares of beneficial interest (the Shares ) that are expected to be approved for listing, subject to notice of issuance, on The Nasdaq Stock Market LLC (the Exchange ) pursuant to the Exchange s existing generic listing standards under the ticker symbol VBNB. The Trust's investment objective is to reflect the performance of the price of BNB tokens ( BNB ), less the expenses of the Trust's operations. In seeking to achieve its investment objective, the Trust will hold BNB and will value its Shares daily based on the reported MarketVectorTM BNB Index (the Index or MarketVectorTM BNB Index ), which is calculated based on prices contributed by trading platforms that the Sponsor's (as defined below) affiliate, MarketVector Indexes GmbH ( MarketVector ), believes represent the top five BNB trading platforms based on the industry leading review report. See The Trust and BNB Prices Description of the MarketVectorTM BNB Index Construction and Maintenance for more information. The Trust does not currently stake any of its BNB. In the future, to the extent the Sponsor (as defined below) in its sole discretion determines to stake all or a portion of the Trust's BNB, the Sponsor will engage one or more third party staking services providers (each a Staking Services Provider ) to conduct such staking activities ( Staking Activities ). There can be no assurance that the Trust will engage in any Staking Activities, meaning that the Trust s BNB will remain unstaked for the foreseeable future and indefinitely if necessary. To the extent that the Sponsor determines to engage in Staking Activities on the Trust s behalf, notification will be made to Shareholders via a prospectus supplement and or a current report filed with the SEC. VanEck Digital Assets, LLC (the Sponsor ) is the sponsor of the Trust, CSC Delaware Trust Company (the Trustee ) is the trustee of the Trust, and Anchorage Digital Bank N.A., (the BNB Custodian or Anchorage ), or any successor custodian, is the custodian of the Trust, who will hold all of the Trust's BNB on the Trust's behalf. The Trust intends to issue Shares on a continuous basis and is registering an indeterminate number of Shares with the Securities and Exchange Commission (the SEC ) in accordance with Rule 456(d) and 457(u). When the Trust sells or redeems its Shares, it will do so in blocks of 25,000 Shares (a Basket ) that are based on the amount of BNB represented by the Basket being created, the amount of BNB being equal to the combined net asset value of the number of Shares included in the Basket (net of accrued but unpaid remuneration due to the Sponsor (the Sponsor Fee ) and any accrued but unpaid expenses or liabilities not assumed by the Sponsor). The Trust will conduct subscriptions and redemptions in cash or in-kind transactions with financial firms that are authorized to purchase or redeem Shares with the Trust (known as Authorized Participants or APs ). For a subscription in cash, the Authorized Participant's subscription shall be in the amount of cash needed to purchase the amount of BNB represented by the Basket being created, as calculated by State Street Bank and Trust Company (the Administrator ) based on the Index or the other valuation policies described herein. The AP will deliver the cash to the Trust's account at State Street Bank and Trust Company (the Cash Custodian ), which the Sponsor will then use to purchase BNB from a third party selected by the Sponsor who (1) is not the Authorized Participant and (2) will not be acting as an agent, nor at the direction, of the Authorized Participant with respect to the delivery of BNB to the Trust (such third party, a Liquidity Provider ). For a redemption in cash, the Sponsor shall arrange for the BNB represented by the Basket to be sold to a Liquidity Provider selected by the Sponsor and the cash proceeds to be distributed from the Trust's account at the Cash Custodian to the Authorized Participant in exchange for their Shares. For an in-kind subscription, Authorized Participants will deliver, or arrange for the delivery by the Authorized Participant's designee of, BNB to the Trust's account with the BNB Custodian in exchange for Shares when they purchase Shares. For an in-kind redemption transaction with the Trust, when Authorized Participants redeem Shares, the Trust, through the BNB Custodian, will deliver BNB to such Authorized Participants, or a designee thereof, in exchange for their Shares. Following an Authorized Participant's subscription in cash for a Basket and issuance by the Trust of the corresponding Shares to such AP, Authorized Participants may then offer Shares to the public at prices that depend on various factors, including the supply and demand for Shares, the value of the Trust's assets, and market conditions at the time of a transaction. Shareholders who buy or sell Shares during the day from their broker may do so at a premium or discount relative to the net asset value of the Shares of the Trust. Except when aggregated in Baskets, Shares are not redeemable securities. Baskets are only redeemable by Authorized Participants. Shareholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and may incur customary brokerage commissions and charges. Prior to this offering, there has been no public market for the Shares. The Shares are expected to be approved for listing, subject to notice of issuance, on the Exchange under the ticker symbol VBNB. Because peer-to-peer transfers of BNB are recorded on the BNB Chain, which is a digital public recordkeeping system or ledger, buying, holding and selling BNB is very different than buying, holding and selling more conventional instruments like cash, stocks or bonds. For example, BNB must either be acquired as a reward for participating in the validation of transactions that are added to the BNB Chain (the validation process is referred to interchangeably in this Prospectus as validation or staking , the rewards are referred to as staking rewards , and the parties performing such validation, validators ), obtained in a peer-to-peer transaction on the BNB Chain, or purchased through an online digital asset trading platform or other intermediary, such as a broker in the institutional over-the-counter ( OTC ) market. Peer-to-peer transactions may be difficult to arrange, and involve complex and potentially risky procedures around safekeeping, transferring and holding the BNB. Alternatively, purchasing BNB on an BNB trading platform requires choosing a trading platform, opening an account, and transferring funds to the trading platform in order to purchase the BNB. Transactions on centralized trading platforms are not ordinarily recorded on the BNB Chain. There are currently a large number of BNB trading platforms from which to choose, the quality and reliability of which varies significantly. Some trading platforms have been subject to hacks, resulting in significant losses to end users. The Trust provides direct exposure to BNB and the Shares of the Trust are valued on a daily basis using prices drawn from a carefully evaluated group of trading platforms selected by MarketVector, which utilizes the data to construct the MarketVectorTM BNB Index. The Trust provides investors with the opportunity to access the market for BNB through Shares held in a traditional brokerage account without the potential barriers to entry or risks involved with holding or transferring BNB directly or acquiring it from an exchange. The Trust will custody its BNB at (the BNB Custodian ), a regulated third-party custodian that carries insurance and is a National Trust Bank regulated by the Office of the Comptroller of the Currency. The Trust will not use derivatives such as swaps, futures, or options in its investment strategy. Using derivatives could subject the Trust to derivatives counterparty, credit, and other risks, though the Trust also will not attempt to use derivatives to hedge the risk of declines in the price of BNB held by the Trust. The Sponsor believes that the design of the Trust will enable certain investors to more effectively and efficiently implement strategic and tactical asset allocation strategies that use BNB by investing in the Shares rather than purchasing, holding and trading BNB directly or through derivatives. Except as set forth in the Trust Agreement, Shareholders have no voting rights with respect to the Trust. BNB and the BNB Chain BNB is a digital asset that is created and transmitted through the operations of the peer-to-peer BNB Chain, a network of computers that operates on cryptographic protocols based on open-source code, the infrastructure of which is collectively maintained by a global validator network. The BNB Chain enables users to exchange tokens, including BNB, which are recorded on a public transaction ledger known as a blockchain. BNB may be used to pay for goods and services, including computational power on the BNB Chain, or it may be converted to fiat currencies, such as the U.S. dollar, at rates determined on digital asset trading platforms or in individual end-user- to-end-user transactions under a barter system. The BNB Chain was designed to allow users to write and implement smart contracts that is, general-purpose code that executes on every computer in the network and can instruct the transmission of information and value based on a sophisticated set of logical conditions. Using smart contracts, users can create markets, store registries of debts or promises, represent ownership of property, move funds in accordance with conditional instructions and create digital assets other than BNB on the BNB Chain. Smart contract operations are executed on the BNB Chain in exchange for payment of BNB. Like the Ethereum network, the BNB Chain is one of a number of projects intended to expand blockchain use beyond just a peer-to-peer money system. BNB Chain BNB Chain (formerly referred to as Binance Smart Chain and Binance Chain) is a blockchain and smart contract network for permissionless applications. The BNB Chain is an open-source protocol that enables users to deploy smart contracts to support their blockchain projects. The BNB ecosystem originated in 2017 with the launch of BNB and later expanded into the current multi-chain BNB Chain architecture. The BNB Chain is comprised of three blockchains, BNB Smart Chain, opBNB and BNB Greenfield, which allow the network to create and trade Investing in the Trust involves risks similar to those involved with an investment directly in BNB and other significant risks. See Risk Factors beginning on page 14. The offering of the Trust's Shares is registered with the SEC in accordance with the Securities Act of 1933, as amended (the 1933 Act ). The offering is intended to be a continuous offering. The Trust is not registered under the Investment Company Act of 1940, as amended (the 1940 Act ) and is not subject to regulation under the 1940 Act. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended (the CEA ), and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (the CFTC ) as a commodity pool operator or a commodity trading advisor. The Trust's Shares are neither interests in nor obligations of the Sponsor or the Trustee. On November 14, 2025, Van Eck Associates Corporation (the Seed Capital Investor ), the parent of Sponsor, subject to certain conditions, purchased the Seed Shares, comprising 4,000 Shares at a per-Share price of $25,000. Delivery of the Seed Shares was made on November 14, 2025. Total proceeds to the Trust from the sale of the Seed Shares were $100,000. Prior to the listing of the Shares on the Exchange, the Seed Shares will be redeemed for cash and the Seed Capital Investor will purchase the Seed Creation Baskets, comprising of Shares at a per-Share price equal to BNB. The price of the BNB will be determined using the Index on the date of the purchase of the Seed Creation Baskets. Total proceeds to the Trust from the sale of the Seed Creation Baskets were BNB. Delivery of the Seed Creation Baskets was made on , 2025. The Seed Capital Investor has acted as a statutory underwriter in connection with this purchase. The price of the Seed Creation Baskets was determined as described above and such Shares could be sold at different prices if sold by the Seed Capital Investor at different times. The value of BNB and, therefore, the value of the Trust's Shares could decline rapidly, including to zero. You could lose your entire investment. The Shares are neither insured nor guaranteed by the Federal Deposit Insurance Corporation, or any other governmental agency or other person or entity. The Shares are not interests in nor obligations of nor guaranteed by any of the Sponsor, the Trustee, Seed Capital Investor, MarketVector, the Administrator, the Cash Custodian, the BNB Custodian, any Liquidity Provider or their respective affiliates. AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR SHAREHOLDERS THAT ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH OTHER EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD BNB OR INTERESTS RELATED TO BNB. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT. YOU SHOULD CONSIDER ALL RISK FACTORS BEFORE INVESTING IN THE TRUST. PLEASE REFER TO RISK FACTORS BEGINNING ON PAGE 14. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE TRUST IS AN EMERGING GROWTH COMPANY AS THAT TERM IS USED IN THE JUMPSTART OUR BUSINESS STARTUPS ACT (THE JOBS ACT ) AND, AS SUCH, MAY ELECT TO COMPLY WITH CERTAIN REDUCED REPORTING REQUIREMENTS. The date of this Prospectus is , 2025 assets such as BNB, coordinate transaction validators and facilitate the creation of smart contracts. Each chain serves a different purpose BNB Smart Chain is a Layer 1 blockchain used to enable the development of user-generated permissionless applications ( Dapps ), including in the decentralized finance ( DeFi ) space opBNB is used as a Layer 2 scaling solution for BNB Smart Chain and BNB Greenfield is used as a blockchain storage solution. BNB Chain is powered by the proof-of-staked-authority consensus protocol ( PoSA ), which combines elements of delegated proof of stake ( DPoS ) and proof-of-authority ( PoA ) by requiring validators to stake BNB and be selected based on stake and reputation. Currently, the number of BNB Chain validator set consists of 45 active validators, comprising 21 cabinet (active block-producing) validators, and 24 candidate (standby) validators. This design is intended to permit faster block confirmation times and lower transaction fees than some other blockchain networks however, this design may result in greater centralization compared to networks with larger, more distributed validator sets. See for additional information. Although the technical and strategic development was originally initiated by Binance, the network is now supported by a large number of participants. The BNB Chain community coordinates governance processes through a shared governance mechanism (e.g., BEP proposals and validator consensus), and no single person or entity has the formal ability to unilaterally amend or change the network's source code. There can be no assurance that certain entities, such as Binance, which issued BNB tokens and oversees certain features of BNB on an ongoing basis (such as periodic burns), or affiliated persons thereof, do not exercise control or informal influence, such as through their ongoing involvement in BNB Chain operations or their large holdings of BNB, which could give them, among other powers, the ability to play a role in validator selection, should they choose to exercise it, by allocating their BNB holdings among validators, who are chosen in part based on the quantity of assets staked with them. See Risk Factors BNB And BNB Chain Have Links To, And May Be Controlled By, Binance And Its Principals . Governance on BNB Chain BNB Chain incorporates a communal governance framework that enables token holders and validators to influence the network s evolution. Governance occurs primarily through BNB Evolution Proposals (BEPs) and validator consensus. Proposals may address technical upgrades, parameter adjustments (such as gas limits or slashing thresholds), or changes to the validator set size, which can be increased through community governance. Validators and delegators can vote on proposals using on-chain mechanisms implemented in BNB Chain governance contracts. Holders of BNB do not vote directly on the BNB Chain and therefore do not have direct input into governance decisions, but may potentially exercise indirect influence on BNB Chain governance by allocating their BNB among their chosen validators. Those validators may have an incentive to generally act in a manner consistent with the wishes of those BNB holders who have staked their BNB with such validators, although there can be no assurance validators will do so because there is no formal mechanism in place that requires validators to act consistently with the wishes of BNB holders who have chosen to stake their BNB to such validators. As in any governance system where outcomes are driven by the quantity of votes, large holders of BNB may have a greater voice due to the size of their holdings, although such influence is exercised indirectly because BNB holders do not vote directly, and instead allocate their stake among their chosen validators, who are able to vote on-chain and therefore participate in governance directly. Accepted proposals are executed through protocol updates coordinated by validators and core developers, and no single entity can unilaterally amend network rules. This process, together with open-source development and validator elections, is intended to contribute to the network s communal governance framework and transparency. The BNB token BNB is the native token of the BNB Chain and serves as the base ( gas ) currency for transactions, smart contract interactions and deployment, as a governance token on BNB Chain that allows token holders to participate in the governance of the network, and can currently be used to obtain discounts on trading fees on Binance. BNB was introduced in 2017 as an ERC-20 token on the Ethereum network and later migrated to the Binance Chain and BNB Chain. BNB can be staked to help secure the network and earn staking rewards. BNB was initially issued with a maximum supply target of 200 million tokens. However, the total number of BNB tokens in circulation is variable and subject to change over time, and the total supply is gradually reduced TABLE OF CONTENTS Page STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ii PROSPECTUS SUMMARY 1

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+summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our, the company or our company are to INFINT Acquisition Corporation 2, a Cayman Islands exempted company; amended and restated memorandum and articles of association are to the second amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering, as amended and/or restated from time to time; Companies Act are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; completion window refers to the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends (i) 18 months from the closing of this offering (or on such earlier liquidation date as our board of directors may approve); or (ii) such other time period in which we must consummate an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association; equity-linked securities are to any securities of our company or any of our subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of our company or such subsidiary, including any private placement of equity or debt; founder shares are to our ordinary shares initially purchased by, and issued to, our sponsor in a private placement prior to this offering; initial shareholders are to holders of our founder shares prior to this offering; Investment Company Act are to the Investment Company Act of 1940, as amended; management or our management team are to our officers and directors; ordinary resolution are to a resolution of the company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); ordinary shares are to our ordinary shares and our ordinary shares, collectively; permitted withdrawals means amounts withdrawn to fund our working capital requirements, subject to an annual limit of 0.25% of the total outstanding amount of the funds held in the trust account, and/or to pay our taxes (but without deduction for any excise or similar tax that may be due or payable), and notwithstanding the annual limitation, such withdrawals can only be made from interest and not from the principal held in the trust account; private placement shares are to the ordinary shares included as part of the private placement units purchased by our sponsor and representative in a private placement simultaneously with the closing of this offering; private placement units are to the units purchased by our sponsor and representative in a private placement simultaneously with the closing of this offering; private placement rights are to the rights included as part of the private placement units purchased by our sponsor and representative in a private placement simultaneously with the closing of this offering; public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder only exists with respect to such public shares; public shares are to our ordinary shares sold as part of the units in this offering; public rights are to the rights sold as part of the units in this offering; 1 special resolution are to a resolution of the company passed by at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the company s amended and restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); sponsor are to INFINT Capital 2 LLC, a Delaware limited liability company; units are to our public units and private placement units, collectively. Each unit consists of one ordinary share and one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of an initial business combination. We will not issue fractional shares and only whole shares will trade, so unless you purchase units in multiples of ten, you will not be able to receive or trade the fractional shares underlying the rights. All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law (that is, an issuance of shares from share premium). Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. However, members of our management team have in the past been actively in discussions with potential business combination targets in their capacity as officers and directors of INFINT Acquisition Corporation ( INFINT 1 ), an existing special purpose acquisition company sponsored by an affiliate of our sponsors which closed its business combination in August 2024, and we may pursue our initial business combination with a target company that had previously been in discussion with INFINT 1. We may pursue an initial business combination in any business or industry but expect to focus on a target in an industry where we believe our management team and founder s expertise will provide us with a competitive advantage. Our sponsor is INFINT Capital 2 LLC, a United States based sponsor group with extensive investment, operating and innovating experience. Specifically, our sponsor is focused on making investments in growth equity and buyout transactions in respect of which it can exercise control and/or significant influence focused on financial software and information services companies operating at the intersection of the financial and business services sectors ( financial technology ), generally headquartered in North America, Asia, Latin America, Europe and Israel. We intend to focus on private businesses where we believe our sponsor s background and experience, with our assistance, can execute a plan to create value for our shareholders in the public markets. While we may pursue an acquisition opportunity in any business in any geographical location, we intend to focus our search on a target that aligns with the background and experience of sponsor in financial technology. We expect to focus primarily on companies that serve five primary sub-sectors of our market segment: Banking & Payments; Capital Markets; Data & Analytics; Insurance; and Investment Management. We seek financial technology companies in these sub-sectors that exhibit infrastructure-like characteristics and are strategically important to their customers. Furthermore, we believe that sponsor s fully integrated platform comprising (1) investment expertise, (2) industry perspective and operating skillset, and (3) technological and innovation capabilities, has the potential to radically change the trajectory of such companies. Our Sponsor The Company was founded by our sponsor which was founded by a group of financial services and technology industry experts who have led or been involved in investments or M&A transactions in the financial technology & services, insurance, and info/tech services sectors. We believe the background and experience of our sponsor members will allow us to source, identify and execute an attractive transaction for our shareholders. Our sponsor represents a tightly-knit team of industry executives with extensive investment, operating and innovating experience in financial technology (the Team ). The holistic combination of these three capabilities provides sponsor with a differentiated playbook providing a competitive advantage across the investment life cycle, positioning it as the partner-of-choice to founders, management teams and vendors of target portfolio companies, and their customers alike. As such, we approach each investment opportunity by ensuring close collaboration between these three core capabilities: Investing, Operating and Innovating. Investing: A team of investment professionals with prior relevant financial technology investment and operating experience, that leads our sourcing, diligence and value enhancement functions. Operating: Experienced industry professionals that can provide and assist with, among other things, the sourcing of proprietary investment opportunities; technical due diligence support; value creation execution; operational support and services; and integration efforts with respect to follow-on acquisitions. 2 Innovating: Financial technology professionals with deep specialist product, strategy and technology expertise, who can support us with, among other things, deal sourcing; thesis definition and analysis; strategic thinking and research; technical due diligence support; value creation planning; as well as innovation-led technology support and product development capabilities. We plan to adopt an integrated approach to fully unlocking value in our initial business combination target company, centered around five key pillars: Strategy and M&A: We seek to provide strategic oversight in identifying or analyzing strategic acquisitions, divestitures and major strategic decisions, including new market entry and the creation of joint ventures. We also intend to lead add-on acquisition initiatives and can plan and execute roll-up strategies. Sales and Marketing: We expect to support management teams establishing the appropriate distribution model taking into account the target company s end customers. This may involve establishing strategic distribution partnerships with incumbent financial institutions, system integrators and consultancy firms. Product Development and Innovation: We intend to enable our target company to identify, implement and capitalize on transformative technology. We believe we will be able to provide our target business with access to expertise to improve and/or enhance existing products through improved performance, user interfaces, architectures, integration, and product extensions, and the development of new products. Operational Improvements: We expect to identify opportunities to drive revenue improvement and margin or cost improvement. This includes new business lines to broaden revenue streams and maximize revenue and profitability from the existing customer base as well as opportunities to build operating scale and increase operating efficiency. Talent: The team is able to provide strategic guidance and financial sponsorship, having built, developed and operated leading financial technology companies. As such, we believe the appropriate management team is crucial to the operational improvement component of our value creation plan. Given our team s extensive network of successful and proven management teams and executives, we believe we are well-positioned to recruit high-quality management, when needed. Furthermore, we believe we will be able to inject seasoned professionals in financial services and technology into our target company to drive the efficient and effective execution of our value creation plan. Post-acquisition, we expect to be in frequent communication with management teams so that it can continuously monitor the progress of initiatives being implemented and quickly respond to any opportunity or challenge our target company may face. The Company is led by Alexander Edgarov, Chief Executive Officer, Chief Financial Officer and a member of our Board of Directors, and our board member Lyron L. Bentovim, as further described below. Alexander Edgarov serves as our Chief Executive Officer, Chief Financial Officer and as a member of our Board. Mr. Edgarov has served as the Chief Executive Officer and a member of the board of directors of INFINT 1 from inception in March 2021 until its merger with Currenc Group Inc. in August 2024. Mr. Edgarov is a sponsor investor of, and served as a senior advisor to Edoc Acquisition Corporation, (NASDAQ: ADOC), a SPAC focused on businesses in the North American and Asian-Pacific healthcare and healthcare provider sectors, from November 2020 until its merger with Australian Oilseeds Holdings Limited in March 2024. From 2016 to 2018, he was a venture partner with New Margin Capital, a venture capital fund in China. Mr. Edgarov has served as a Principal at Sapta Group Corp since 2014. Earlier in his career, Mr. Edgarov served as a global account executive for a leading international supply chain company, where he oversaw multiple teams across the globe and worked with Fortune 100 companies overseeing multi-million dollar accounts in the fields of automotive, fashion and technology. He is an investor in and advisor to a wide-range portfolio of clients including companies, alternative investment funds, venture capital funds, and family offices with a focus on both public and private markets in the United States and China. Mr. Edgarov is an expert in building multi-level connections between businesspeople and companies from China, the United States and Israel in the areas of venture capital, entertainment and technology. By relying on his extensive international network of contacts and partners, Mr. Edgarov provides strategic and tactical guidance, analysis and introduction services to companies and individuals who need to gain deeper understanding of local markets and seek to form partnerships and pursue opportunities with aligned partners who are leaders in their fields. Mr. Edgarov completed his undergraduate degree in Economics and Business and received his Bachelor of Arts degree from the Ben-Gurion University of the Negev in Israel. He graduated summa cum laude from the Master of Arts program in International Affairs at the City College of New York. Lyron L. Bentovim has agreed to serve as a member of the Board. Mr. Bentovim is a seasoned executive and entrepreneur with a strong background in strategy, finance, and operations, particularly in the technology sector. He is currently the President and Chief Executive Officer of The Glimpse Group (NASDAQ: VRAR) and Managing Partner at DarkLight Partners, where he advises early-stage and mid-sized companies. With over two decades of leadership experience across public and private firms including roles as Chief Operating Officer and Chief Financial Officer at Top Image Systems, NIT Health, and Sunrise Telecom Mr. Bentovim has led organizations through growth, M&A, turnarounds, and strategic transformations. He received an MBA from Yale School of Management and a law degree from Hebrew University. Prior SPAC Experience Alexander Edgarov, Chief Executive Officer, Chief Financial Officer and Director INFINT 1 Mr. Edgarov has served as the Chief Executive Officer and a member of the board of directors of INFINT 1 from inception in March 2021 until its merger with Currenc Group Inc. in August 2024. In March 2021, INFINT 1, a blank check company formed for substantially similar purposes as our company, was formed. INFINT 1 completed its initial public offering in November 2021, in which it sold 19,999,888 units, each unit consisting of one Class A ordinary share of INFINT 1 and one-half of one warrant to purchase one Class A ordinary share of INFINT 1, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $199,998,880. On August 3, 2022, INFINT 1 announced that it had entered into a definitive business combination agreement with Seamless Group Inc., a Cayman Islands exempted company ( Seamless ), a leading operator of global money transfer services in Southeast Asia. Seamless operates a remittance business principally through Tranglo, which is a leading platform and service provider of cross-border payment processing capabilities worldwide and also a leading international airtime transfer operator in Southeast Asia, and a retail mobile phone airtime business in Indonesia through WalletKu. 3 On February 14, 2023, INFINT shareholders approved an amendment to INFINT s memorandum and articles of association, to extend the date by which it has to consummate a business combination from February 23, 2023 to August 23, 2023. In connection with the votes to approve the proposal to amend the memorandum and articles of association, the holders of 10,415,452 Class A ordinary shares of INFINT properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share, for an aggregate redemption amount of approximately $109.31 million, leaving approximately $100.59 million in INFINT s trust account as of February 14, 2023. On August 18, 2023, INFINT shareholders approved the second extension proposal to extend the date by which it has to consummate a business combination from August 23, 2023 to February 23, 2024. In connection with the votes to approve the proposal to amend the memorandum and articles of association, the holders of 2,176,003 Class A ordinary shares of INFINT properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.94 per share, for an aggregate redemption amount of approximately $23.8 million, leaving approximately $81.1 million in INFINT s trust account as of August 18, 2023. On February 16, 2024, INFINT shareholders approved the third extension proposal to extend the date by which it has to consummate a Business Combination from February 23, 2024 to November 23, 2024. In connection with the votes to approve the proposal to amend the memorandum and articles of association, the holders of 2,661,404 Class A ordinary shares of INFINT properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.36 per share, for an aggregate redemption amount of approximately $30.26 million, leaving approximately $53.97 million in INFINT s trust account as of February 16, 2024. In connection with the vote on the business combination, the holders of 4,652,105 Class A ordinary shares of INFINT properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.79 per share, for an aggregate redemption amount of approximately $54.85 million, leaving approximately $1.1 million in INFINT s trust account as of the closing of the business combination. The proposed business combination was consummated on August 30, 2024 and the combined company continued under the name of Currenc Group, Inc., (NASDAQ: CURR). On May 19, 2025, the closing price of the ordinary shares of Currenc Group, Inc. was $0.86. EDOC Mr. Edgarov served as a senior advisor to Edoc Acquisition Corporation ( EDOC ), (NASDAQ: ADOC), a SPAC focused on businesses in the North American and Asian-Pacific healthcare and healthcare provider sectors, from November 2020 until its merger with Australian Oilseeds Holdings Limited in March 2024. In August 2020, EDOC, a blank check company formed for substantially similar purposes as our company, was incorporated. Edoc completed its initial public offering in November 2020, in which it sold 9,000,000 units, each unit consisting of one Class A ordinary share of EDOC and one redeemable warrant to purchase one-half Class A ordinary share of EDOC for $11.50 per whole share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of an initial business combination, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $90,000,000. On December 5, 2022, EDOC announced that it had entered into a definitive business combination agreement with Australian Oilseeds Investments Pty Ltd., an Australian proprietary company engaged in the business of processing, manufacturing and selling non-GMO oilseeds and organic and non-organic food-grade oils ( AOI ). On February 9, 2023, EDOC shareholders approved an amendment to EDOC s amended and restated memorandum and articles of association to extend the date by which it had to consummate a business combination from February 12, 2023 to August 12, 2023. In connection with the votes to approve the proposal to amend the memorandum and articles of association, the holders of 1,172,247 Class A ordinary shares of EDOC properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.70 per share, for an aggregate redemption amount of approximately $12.5 million. On August 10, 2023, EDOC shareholders approved a second extension proposal to extend the date by which it had to consummate a business combination from August 12, 2023 to November 12, 2023. In connection with the votes to approve the proposal, the holders of 21,501 Class A ordinary shares of EDOC properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.23 per share, for an aggregate redemption amount of approximately $241,574.33. On November 6, 2023, EDOC shareholders approved a third extension proposal to extend the date by which it had to consummate a business combination from November 12, 2023 to May 12, 2024. In connection with the votes to approve the proposal, the holders of 16,670 Class A ordinary shares of EDOC properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.49 per share, for an aggregate redemption amount of approximately $191,551.17. On March 21, 2024, EDOC and AOI completed their proposed business combination, pursuant to which each of AOI and EDOC became a direct wholly-owned subsidiary of Australian Oilseeds Holdings Limited, a Cayman Islands exempted company ( Pubco ). Pubco s ordinary shares and warrants began trading on The Nasdaq Stock Market LLC under the ticker symbols COOT and COOTW, respectively, on March 22, 2024. On June 20, the closing price of the ordinary shares of Pubco was $0.78. 4 Business Strategy Our business strategy is to identify and consummate an initial business combination with a target that can benefit from the investment, operating and innovating experience of our management team and our sponsor. Specifically, we will focus on opportunities where we can efficiently enact our value creation strategy, centered around five key pillars (Strategy and M Sales and Marketing; Product Development and Innovation; Operational Improvements; and Talent). Although we may pursue targets in any industry, we are focused on making investments in growth equity and buyout transactions in respect of which we can exercise control and/or significant influence focused on financial software and information services companies operating at the intersection of the financial and business services sectors ( financial technology ), generally headquartered in North America, Asia, Latin America, Europe and Israel. Specifically, we intend to pursue financial software and information services companies that serve one or more of five main sub-sectors in financial services: Banking & Payments; Capital Markets; Data & Analytics; Insurance; and Investment Management. We seek financial technology companies in these sub-sectors that exhibit infrastructure-like characteristics and are strategically important to their customers. As such, these businesses tend to have attractive business models, high recurring revenues, stable earnings, predictable cash flows, and can generate attractive risk-adjusted returns for shareholders. Our selection process will leverage our management s and our sponsor s extensive relationship network, deep and specialized operational experiences and proven deal sourcing capabilities to access proprietary acquisition opportunities. We believe that our management team and sponsor team s track record of identifying and sourcing transactions positions us well to appropriately evaluate potential business combinations and select one that will be well received by the public markets. Our sourcing process will leverage the extensive networks of our sponsor and our management team, which we believe should provide us with a number of business combination opportunities. Upon completion of this offering, members of our management team will actively begin the search for a target business by communicating with their network of relationships and other interested parties to articulate our initial business combination criteria, including the parameters of our search for a target business, and will begin the process of pursuing and reviewing potential opportunities. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines, which we believe are essential in evaluating prospective target businesses. We will use these guidelines to evaluate acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any of these criteria and guidelines. We intend to acquire one or more businesses that we believe: can utilize our management team s and our sponsor s extensive network of relationships, which enables access to proprietary and advantaged deal flow; can benefit from our sponsor s investment expertise, industry perspective and skillset, and technological and innovation capabilities; can provide strategically important infrastructure and business services to its customers, and thus has a defensible market position with high barriers to entry against new potential market entrants; has a history of strong operating and financial results, and strong fundamentals, which can be improved further under our leadership; is prepared to be a public company and will benefit from having a public currency in order to enhance its ability to pursue accretive acquisitions, high-return product development and innovation, and/or strengthen its balance sheet; will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks; and has attractive business fundamentals. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. 5 Sourcing of Potential Business Combination Targets In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent and/or disinterested directors, will obtain an opinion that our initial business combination is fair to our company from a financial point of view from either an independent investment banking firm or another independent entity that commonly renders valuation opinions. We will also provide a summary of any such opinion or report to shareholders in connection with any vote on an initial business combination in our proxy materials or tender offer documents, as applicable, related to our initial business combination in accordance with Section 1015(b) of Regulation S-K. We will also need to obtain the approval of a majority of our disinterested independent directors. Members of our management team may directly or indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our officers and directors may also have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is expected to result from the completion of that initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, and any opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We currently do not have any specific business combination under consideration. Our officers and directors have not individually or collectively identified or considered a target business for our initial business combination, and they have not had any discussions regarding possible target businesses for our initial business combination with the underwriters or other advisors. Our sponsor is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company, and we will not consider a business combination with any company that has already been identified to our sponsor as a suitable acquisition candidate for it, unless our sponsor, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any acquisition candidate for us. However, members of our management team have in the past been actively in discussions with potential business combination targets in their capacity as officers and directors of INFINT 1, an existing special purpose acquisition company sponsored by affiliates of our sponsors which closed its business combination in August 2024, and we may pursue our initial business combination with a target company that had previously been in discussion with INFINT 1. Potential Additional Financings We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by applicable law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Initial Business Combination So long as we obtain and maintain a listing for our securities on the NYSE, we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes paid or payable on the income earned on the trust account) at the time of execution of the definitive agreement for such business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Pursuant to the NYSE rules, any initial business combination must be approved by a majority of our disinterested, independent directors Additionally, our amended and restated memorandum and articles of association will require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors and each of the non-independent directors nominated by our sponsor, to approve our initial business combination. 6 We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of NYSE s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for seeking shareholder approval or for purposes of a tender offer, as applicable. So long as we obtain and maintain a listing for our securities on the NYSE, we would be required to comply with such 80% rule. Initial Shareholders Information The following table sets forth the payments to be received by our initial shareholders and their affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our initial shareholders or their affiliates: Entity/Individual Amount of Compensation to be Received or Securities Issued or to be Issued Consideration Paid or to be Paid INFINT Capital 2 LLC $10,000 per month Office space, utilities and secretarial and administrative support 2,875,000 ordinary shares (up to 375,000 of which are subject to forfeiture to the extent the underwriters over-allotment option is not exercised in full) Approximately $25,000 250,000 private placement units to be purchased simultaneously with the closing of this offering $2,500,000 Up to $250,000 Repayment of loans made to us to cover offering related and organizational expenses. INFINT Capital 2 LLC, our officers or directors, or our or their affiliates Up to $1,500,000 in working capital loans, which loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender, which conversion may result in material dilution to our public shareholders Working capital loans to finance transaction costs in connection with an initial business combination Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination Services in connection with identifying, investigating and completing an initial business combination Finder s fees, advisory fees, consulting fees or success fees Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account Because our initial shareholders acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing of this offering. If any working capital loans are converted into units as described herein, the conversion of such loans into units may also result in material dilution to our public shareholders. See the sections entitled Risk Factors Risks Relating to our Securities The nominal purchase price paid by our initial shareholders for the founder shares may result in significant dilution to the implied

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+If we agree to pay our sponsor, officers or directors, advisors, or our or their affiliates a finder s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination. We may also engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. Any such salary or fee would be paid using available working capital funds (including proceeds from any promissory notes issued by us and funds released from the trust account upon completion of our initial business combination), but would not in any event be paid out of the Administrative Services Fee. As of the date of this prospectus, no arrangements are currently in place with respect to the payment of any finder s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, or with respect to the payment of a salary or other fee to our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination or any other transaction. Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on the one hand, and purchasers in this offering on the other. In addition to the foregoing, our officers and directors will receive indirect interests in the founder shares held by the sponsor as compensation for their services as officers and directors of the Company. Our Chief Executive Officer, Ms. Di Rezze, will receive an indirect interest in approximately 3,879,333 founder shares through direct and indirect interests in our sponsor (including an interest in 200,000 founder shares as a result of her services as the Chief Executive Officer), and our Chief Financial Officer, Jamie Weber, will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor. In addition, our independent directors and advisors will receive for their services an indirect interest in the founder shares through membership interests in our sponsor. Marc Mazur will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor, Charles N. Kahn III will receive an indirect interest in 75,000 founder shares through membership interests in our sponsor, and Spencer Gerrol will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor. Our advisors, Peter Ondishin and Nicholas Shekerdemian, will each receive an indirect interest in 5,000 founder shares through membership interests in our sponsor. Additionally, certain third-party investors will hold membership interests in our sponsor. As a result of their indirect interest in the founder shares and economic interests through membership interests in our sponsor, our management team and advisors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand. See the sections titled Summary Sponsor Information , Summary Conflicts of Interest , Risk Factors Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination Since our sponsor, officers and directors, and any other holders of our founder shares may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination and Management Conflicts of Interest for more information. Table of Contents We have until the date that is 24 months from the closing of this offering (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon and not previously released to us for permitted withdrawals, divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon and not previously released to us for permitted withdrawals and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the Global Market tier of The Nasdaq Stock Market LLC, or Nasdaq, under the symbol SORNU, on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless BTIG, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols SORN and SORNW , respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 47 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities. Per Unit Total Public offering price $ 10.00 $ 220,000,000 Underwriting discounts and commissions(1) $ 0.10 $ 2,200,000 Proceeds, before expenses, to us $ 9.90 $ 217,800,000 ____________ (1) Includes $0.10 per unit, or $2,200,000 in the aggregate (or $2,530,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters upon the closing of this offering. The underwriters have received and will receive compensation in addition to the underwriting discount, including 1,000,000 Class A ordinary shares, which we refer to herein as the representative shares. In addition, BTIG will receive a business combination marketing fee in connection with the consummation of our business combination. See Underwriting for a description of compensation and other items of value payable to the underwriters. Table of Contents Of the proceeds we receive from this offering and the sale of the private warrants described in this prospectus, $220,000,000, or $253,000,000 if the underwriters overallotment option is exercised in full ($10.00 per unit in either case), will be placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The following table illustrates the difference between the public offering price per unit and our net tangible book value per share ( NTBV ), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. See the section titled Dilution for more information. As of September 15, 2025 Offering Price of $10.00 25% of Maximum Redemption 50% of Maximum Redemption 75% of Maximum Redemption 100% of Maximum Redemption NTBV NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price Assuming Full Exercise of Over-Allotment Option $ 7.34 $ 6.75 $ 3.25 $ 5.81 $ 4.19 $ 4.13 $ 5.87 $ 0.20 $ 9.80 Assuming No Full Exercise of Over-Allotment Option $ 7.31 $ 6.71 $ 3.29 $ 5.77 $ 4.23 $ 4.09 $ 5.91 $ 0.19 $ 9.81 Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. As a result, there may be actual or potential material conflicts of interest between our sponsor and our management team and their respective affiliates on the one hand, and purchasers in this offering on the other. See the sections titled Summary Conflicts of Interest , Proposed Business Sourcing of Potential Business Combination Targets and Management Conflicts of Interest for more information. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2025. Sole Book-Running Manager BTIG , 2025 Table of Contents TABLE OF CONTENTS Page Summary 1

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+F-1 1 tongda.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on November 25th 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tongda International Group Co., Ltd (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Cayman Islands 2086 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification number) Ms. [ Wenhua, Sun ] P.O. Box 31119, Grand Pavilion Commercial Center, Hibiscus Way, 802 West Bay Road,Grand Cayman Tel: + (86) [024-22723746] (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 Phone: (800) 221-0102 Fax: (800) 944-6607 (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, 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, please 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 a post-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 a post-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 an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 pursuant 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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 14 The Offering Below is a summary of the terms of the offering: Issuer [Tongda ] Securities being offered: [1,250,000] ordinary shares. Initial offering price: We currently estimate that the initial public offering price will be $[ 4 ] per Ordinary Share. Number of ordinary shares outstanding before the offering: [1,250,000] of our ordinary shares are outstanding as of the date of this prospectus. Over-allotment option We have granted the Underwriter an option for a period of 45 days to purchase up to an aggregate of [1,250,000] additional ordinary shares. Number of ordinary shares Outstanding After the Offering 1: Ordinary Shares assuming no exercise of the Underwriter's over-allotment option. Ordinary Shares assuming full exercise of the Underwriter's over-allotment option. Gross proceeds to us, net of underwriting discounts but before expenses: $[5,000,000]. Use of proceeds: We intend to use the net proceeds of this offering: (1) approximately_______; (2) approximately_________; (3) approximately_______; and (4) for this general corporate purposes, see "Use of Proceeds" . Lock-up All of our directors and officers and certain shareholders have agreed with the Underwriter, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our Ordinary Shares or securities convertible into or exercisable or exchangeable for our Ordinary Shares for a period of six months after the effectiveness of the registration statement, of which this prospectus forms a part. See "Shares Eligible for Future Sale" and "Underwriting" for more information. Transfer Agent [ ] Proposed Nasdaq Symbol: [TDHG]

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+elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Illumination Acquisition Corp I, a Cayman Islands exempted company; BTIG are to BTIG, LLC; Companies Act are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; completion window are to (i) the period ending on the date that is 24 months from the closing of this offering, or such earlier liquidation date as our board of directors may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association (in which case our public shareholders will be offered an opportunity to redeem their public shares in connection with any such amendment); Excise Tax are to the 1% U.S. federal excise tax on stock repurchases under Section 3401 of the U.S. Internal Revenue Code of 1986, as amended, enacted by the Inflation Reduction Act of 2022; founder shares are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and any other holders of our founder shares immediately prior to this offering; Investment Company Act are to the Investment Company Act of 1940, as amended; management or our management team are to our officers and directors; non-managing sponsor investors means [_____] investors (none of which is affiliated with any member of our management, other members of our sponsor or any other investor) that have expressed an interest to purchase (i) up to an aggregate of approximately

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+Prospectus Summary 1

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY 1 RISK FACTORS 6 USE OF PROCEEDS 34 CAPITALIZATION 35 DILUTION 36 DETERMINATION OF OFFERING PRICE 38 DIVIDEND POLICY 38 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39 BUSINESS 45 DESCRIPTION OF SECURITIES 67 MANAGEMENT 73 EXECUTIVE COMPENSATION 78 PRINCIPAL STOCKHOLDERS 83 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 85 UNDERWRITING 87 LEGAL MATTERS 92 EXPERTS 92 WHERE YOU CAN FIND MORE INFORMATION 92 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on information contained in this prospectus. We have not, and the Underwriter has not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted. The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. For investors outside the United States: we have not, the Selling Stockholders has not, and the Underwriter has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities offered hereby and the distribution of this prospectus outside of the United States. Until , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer s obligation to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions. i SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements in this prospectus contain forward-looking statements. Forward-looking statements are made based on our management s expectations and beliefs concerning future events impacting our company and are subject to uncertainties and factors relating to our operations and economic environment, all of which are difficult to predict and many of which are beyond our control. You can identify these statements from our use of the words estimate, project, believe, intend, anticipate, expect, target, plan, may and similar expressions. These forward-looking statements may include, among other things: statements relating to projected growth and management s long-term performance goals; statements relating to the anticipated effects on results of operations or our financial condition from expected developments or events; statements relating to our business and growth strategies; and any other statements which are not historical facts. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from our expectations of future results, performance or achievements expressed or implied by these forward-looking statements. These forward-looking statements may not be realized due to a variety of factors, including without limitation: our current and anticipated cash needs and our need for additional financing; federal, state and foreign regulatory requirements; our future ability to conduct clinical trials with respect to our products and services; our ability to develop and commercialize our products and services; our ability to enter into agreements to implement our business strategy; the acceptance of our products and services by patients and the medical community; our manufacturing capabilities to produce our products; our ability to maintain exclusive rights with respect to our licensed technology; our ability to protect our intellectual property; our ability to obtain and maintain an adequate level of insurance; our ability to obtain third party reimbursement for our products and services from private and governmental insurers; the effects of competition in our market areas; our reliance on certain key personnel; further sales or other dilution of our equity, which may adversely affect the market price of our Common Stock; and other factors and risks described under Risk Factors beginning on page 6 of this prospectus. You should not place undue reliance on any forward-looking statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events. ii PROSPECTUS SUMMARY This summary is not complete and does not contain all of the information you should consider before investing in the securities offered by this prospectus. Before making an investment decision, you should read the entire prospectus, and any prospectus supplement, carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the notes to the financial statements included elsewhere in this prospectus. Prior to purchasing our securities in this offering, we strongly urge each potential investor to obtain legal and tax advice as to the potential tax and other effects to the investor as a result of purchasing such securities. Unless the context of this prospectus indicates otherwise, the terms Curative Biotechnology, the Company, we, us or our refer to Curative Biotechnology, Inc. What We Do We are a life science company seeking to develop, in-license, sub-license or otherwise acquire early mid- or late-stage assets in the therapeutic and medical device areas. We focus on development stage products that can be acquired at advantageous valuations and terms and assets that we believe either already have, or possess the possibility for significant intellectual property. Additionally, we seek to acquire assets that lend themselves to accelerated clinical and/or regulatory development paths. As of the date of this prospectus, we have not submitted any investigational new drug applications ( INDs ) to the FDA for any product candidate. We have three licensed pre-clinical assets, directed at the following three indications: (i) Rabies, (ii) Age-Related Macular Degeneration and (iii) early diagnosed solid tumor glioblastoma. These licensed pre-clinical assets will either run through the full term of the corresponding and last relevant patent or will have an expiration term of 20 years, whichever is longer according to the terms of each license extension. The extension of each of these licenses is being filed as an exhibit to this prospectus. The Company is currently focusing the majority of its resources on its metformin based eye drops to treat Dry Age Related Macular Degeneration. These eye drops are a patent pending, in development product licensed from the National Eye Institute (NEI) at the National Institutes of Health, and being developed inside a cooperative research and development agreement ( CRADA ) with the NEI. Historically, we have devoted our efforts and financial resources primarily to our general operations and the research and acquisition of our product candidates. Based on our cash position, and assuming the receipt of approximately $ million in net proceeds from this offering, we anticipate utilizing these proceeds for: the repayment of our outstanding secured convertible promissory note issued in March 2022, any additional required pre-clinical research, including toxicology, pharmacokinetics, and safety studies in animals and manufacturing in anticipation for the regulatory submissions of an investigational new drug application or IND with the United States Food and Drug Administration (FDA) to treat Dry Age Related Macular Degeneration. If our proposed IND is approved, we will utilize the balance of the funds for manufacturing to conduct our clinical trial. and for general corporate working capital purposes. It is still too early to determine if our product candidate will meet the requirements for IND approval. Our development pipeline is directed at three therapeutic areas: infectious diseases, and degenerative eye disease and glioblastoma. Under these therapeutic areas, we are focusing on two programs: (i) Rabies, and (ii) Degenerative Eye Diseases. Even if we are able to raise the net proceeds described above, management has determined that it will still focus nearly all its resources from this raise on the Degenerative Eye Disease platform. Therapeutic Area Candidate Indication Research and Pre-Clinical Phase 1 Phase 2 Phase 3 Infectious Diseases IMT505 Rabies (*) Degenerative Eye Disease Metformin Reformulation Age-Related Macular Degeneration (*) (*) Each of these therapeutics have undergone certain toxicology and pharmacokinetics animal studies. Please see Product Development below for a further description of the development of each indicated therapeutic. Our licensed assets target the following indications: Retinal Degenerative Disease There are numerous degenerative eye diseases that cause blindness or low vision. The Center for Disease Control ( CDC ) states that more than 4.2 million Americans aged 40 or older are either legally blind or have low vision. The leading cause of blindness and low vision in the United States is age-related eye disease such as age-related macular degeneration or diabetic retinopathy, among others. We have entered into an exclusive license agreement to develop and commercialize therapeutics for retinal degenerative diseases with certain licensed assets. Additionally, on March 15, 2022, we entered into a cooperative research and development agreement ( CRADA ) with the National Eye Institute. For a further description please see the sections of this prospectus entitled Our Business - Product Development, Our Business - Licenses, Our Business - Market and

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+contain different Offering sections in the Prospectus Summary; they contain different Use of Proceeds sections; the Capitalization and Dilution sections are deleted from the Resale Prospectus; a Selling Stockholders section is included in the Resale Prospectus; and the Underwriting section from the Public Offering Prospectus on page Alt-1 is deleted and replaced with a Selling Stockholders Plan of Distribution section on Alt-3 is inserted in its place The Registrant has included in this Registration Statement a set of alternate pages after the back-cover page of the Public Offering Prospectus (the "Alternate Pages") to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Stockholder. Unless noted otherwise, all share and the price per share numbers for all periods presented in these prospectuses have been retroactively adjusted for the reverse stock split of our outstanding Common Stock at a ratio of 3-for-5, which became effective as of November 19, 2024. The information in this preliminary 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 preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JULY 18, 2025 3,750,000 Shares of Common Stock CURANEX PHARMACEUTICALS INC This is an initial public offering (this "Offering" or the "IPO") of 3,750,000 shares (the "Shares") of common stock, $0.0001 par value per share ("Common Stock") of Curanex Pharmaceuticals Inc, a Nevada corporation (the "Company," "Curanex," "we," "us" or "our") on a firm commitment underwritten basis. We are also registering up to 1,750,000 shares of Common Stock (the "Selling Stockholder Shares") for resale by the stockholders named in the separate Resale Prospectus (the "Selling Stockholders"). We will not receive any proceeds from the sales of outstanding common shares by the Selling Stockholders. The sale of the Selling Stockholder Shares is conditioned upon the successful completion of the sale of Shares by the Company in the IPO. Following listing of our shares on The Nasdaq Capital Market, the per share public offering price of the Selling Stockholder Shares to be sold by the Selling Stockholders will be at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices. The Selling Stockholders may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling shareholders, the purchasers of the shares, or both. Any participating broker-dealers and who are affiliates of broker-dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and any commissions or discounts given to any such broker-dealer or affiliates of a broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. The registration of the resale of the Selling Stockholder Shares does not mean that any of the Selling Stockholders will offer or sell any of the Selling Stockholder Shares. The successful listing of the Company s Shares on The Nasdaq Capital Market is a condition to the closing of our underwritten primary offering and the secondary offering by the Selling Stockholders. We will pay all fees and expenses incident to the registration of the resale of the Selling Stockholder Shares. However, the Selling Stockholders will not sell any Selling Stockholder Shares until after the closing of the IPO. For additional information on the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section of this prospectus entitled "Selling Stockholders—Plan of Distribution". Prior to this Offering, there has been no public market for the Common Stock. The Company expects that the initial public offering price will be between US$4.00 and US$6.00 per share. We have applied to have our Common Stock listed on The Nasdaq Capital Market under the symbol "CURX". There is no assurance that this Offering will be closed and that we will be successful in listing our Common Stock on Nasdaq. Upon the completion of this Offering, the Company will have 27,750,000 shares of Common Stock issued and outstanding if the Over-allotment Option (as defined below) is not exercised. Our founders, Dian Ying Jing and Chang Liu, together with our Chief Executive Officer and President, Jun Liu, all of whom are members of the same family, beneficially own approximately 80.0% of the outstanding shares of Common Stock as of the date of this prospectus and will own approximately 69.3% of our outstanding voting stock after the completion of this Offering. They also beneficially own 100% of Series A Preferred Stock ("Series A Preferred Stock") as of the date of this prospectus that provide them with 40% of the voting power of our equity voting stock. To the extent that these individuals agree to vote their shares together with regard to the election of directors, we will be deemed a "controlled company" under the corporate governance standards for Nasdaq listed companies, and for so long as we remain a controlled company under this definition, we are eligible to utilize certain exemptions from the corporate governance requirements under Nasdaq Listing Rules. We do not plan to rely on these exemptions, but we may elect to do so in the future. Please read "Prospectus Summary – Implications of Being a Controlled Company" beginning on page 3 of this prospectus for more information. We are an emerging growth company and a smaller reporting company under the federal securities laws, and, as such, have elected to comply with certain reduced public company reporting requirements. Investing in our Common Stock involves a high degree of risk. Investing in our Common Stock involves a high degree of risk. See "Risk Factors" beginning on page 5 of this prospectus for a discussion of information that should be considered in connection with an investment in our Common Stock. Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Initial assumed public offering price (the lower end of the estimated public offering price between $4.00 and $6.00 per share) $ Underwriting discounts and commissions (1) $ Proceeds to us (before expenses)(2) $ (1) The Company has agreed to pay the underwriters a fee equal to 7% of the gross proceeds of the offering. See "Underwriting" for additional disclosure regarding underwriting compensation payable by us. (2) Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of the Offering, payable to the underwriters. See "Underwriting" beginning on page 82 of this prospectus for additional information regarding underwriting compensation. The underwriters are selling 3,750,000 Shares (or 4,312,500 Shares if the underwriters exercise their over-allotment option in full) in this Offering on a firm commitment basis. We have granted to the underwriters an option, exercisable within 45-days after the closing of the Offering, to purchase an additional 15% of the total number of shares of our Common Stock sold in the Offering at the initial public offering price solely for the purpose of covering over-allotments, if any (the "Over-allotment Option"). The underwriters expect to deliver our shares to purchasers in the Offering on or about ______________, 2025. Dominari Securities LLC Revere Securities LLC PACIFIC CENTURY SECURITIES, LLC. Prospectus dated __________ TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY
+ 4
+
+ 
+ THE TRANSACTION
+ 5
+
+ 
+ ABOUT THIS OFFERING
+ 6
+
+ 
+ RISK FACTORS
+ 7
+
+ 
+ SELLING STOCKHOLDER
+ 14
+
+ 
+ USE OF PROCEEDS
+ 15
+
+ 
+ DIVIDEND POLICY
+ 16
+
+ 
+ DESCRIPTION
+ OF SECURITIES THAT THE SELLING STOCKHOLDER IS OFFERING
+ 17
+
+ 
+ PLAN OF DISTRIBUTION
+ 18
+
+ 
+ DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY
+ 19
+
+ 
+ LEGAL MATTERS
+ 19
+
+ 
+ EXPERTS
+ 19
+
+ 
+ WHERE YOU CAN FIND MORE INFORMATION
+ 19
+
+ 
+ INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
+ 20
+
+ 
+ 
+
+ 
+
+ You
+should rely only on the information contained in this prospectus or any prospectus supplement or amendment or incorporated by reference.
+Neither we, nor the placement agent, have authorized any other person to provide you with information that is different from, or adds
+to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.
+Neither we nor the placement agent take responsibility for, and can provide no assurance as to the reliability of, any other information
+that others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurate
+only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business,
+financial condition, results of operations and prospects may have changed since that date. 
+
+ 
+
+ We
+are not making an offer of any securities in any jurisdiction in which such offer is unlawful. 
+
+ 
+
+ No
+action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution
+of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States
+are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus
+applicable to that jurisdiction. 
+
+ 
+
+ i

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth in the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. Overview We are a leading independent entertainment marketing and production company. Through our subsidiaries, 42West LLC ( 42West ), The Door Marketing Group LLC ( The Door ), Shore Fire Media, Ltd ( Shore Fire ), The Digital Dept., LLC ( The Digital Dept. ) formerly known as Sociality LLC ( Socialyte ) and Be Social Relations LLC ( Be Social ) that merged effective January 1, 2024, Special Projects Media, LLC ( Special Projects ), Always Alpha Sports Management, LLC ( Always Alpha ) and Elle Communications, LLC ( Elle ), we provide expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the motion picture, television, music, gaming, culinary, hospitality, lifestyle and charitable industries. 42West (Film and Television, Gaming), Shore Fire (Music), The Door (Culinary, Hospitality, Lifestyle) and Elle (Impact, Philanthropy, Non-Profit) are each recognized global public relations ( PR ) and marketing leaders for the industries they serve. As a group, they were recognized as the #1 PR firm in the country in the prestigious Observer rankings earlier this year. The Digital Dept. provides influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production. Always Alpha is a talent management firm primarily focused on representing female athletes, broadcasters and coaches. Special Projects is the entertainment industry s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries. Dolphin s legacy content production business, Dolphin Films, founded by our Emmy-nominated Chief Executive Officer, Bill O Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets. Our Common Stock trades on The Nasdaq Capital Market under the symbol DLPN . We have established an acquisition strategy based on identifying and acquiring companies that complement our existing entertainment publicity and marketing services and content production businesses. We believe that complementary businesses can create synergistic opportunities and bolster profits and cash flow. While we may acquire additional companies in the future, we are not in active negotiations with any such companies, and there is no assurance that we will be successful in acquiring any additional companies, whether in 2025 or at all. We have also established an investment strategy, Ventures or Dolphin 2.0, based upon identifying opportunities to develop internally owned assets, or acquire ownership stakes in others assets, in the categories of entertainment content, live events and consumer products. We believe these categories represent the types of assets wherein our expertise and relationships in entertainment marketing most influences the likelihood of success. We are in various stages of internal development and outside conversations on a wide range of opportunities within these Ventures. We intend to enter into Venture investments during 2025, but there is no assurance that we will be successful in doing so, whether in 2025 or at all. We operate in two reportable segments: our entertainment publicity and marketing segment and our content production segment. The entertainment publicity and marketing segment is composed of 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle and Always Alpha, and provides clients with diversified services, including public relations, entertainment content marketing, strategic communications, influencer marketing, celebrity booking and live event production. The content production segment is composed of Dolphin Films and Dolphin Digital Studios, which produce and distribute feature films and digital content. Our Company We were originally incorporated in the State of Nevada on March 7, 1995, and we subsequently domesticated in the State of Florida on December 4, 2014. Effective July 6, 2017, we changed our name from Dolphin Digital Media, Inc. to Dolphin Entertainment, Inc. Our corporate headquarters is located at 150 Alhambra Circle, Suite 1200, Coral Gables, Florida 33134. We also have offices located at 600 3rd Avenue, 23rd Floor, New York, NY, 10016, 1840 Century Park East, Suite 200, Los Angeles, California 90067 and 12 Court Street, Suite 1800, Brooklyn, NY, 11201. Our telephone number is (305) 774-0407 and our website address is www.dolphinentertainment.com. Neither our website nor any information contained on, or accessible through, our website is part of this prospectus. Dolphin and Dolphin s subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable , and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks. If this Form is a post-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, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company 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 pursuant 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. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the SEC ). As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC s website or its offices described below under the heading Where You Can Find More Information . You should rely only on the information contained in this prospectus or any supplement to this prospectus, filed with the SEC. Neither we nor the Selling Securityholder have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Securityholder is offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. You should read this prospectus and the documents incorporated by reference in this prospectus in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus entitled Where You Can Find More Information and Incorporation of Certain Information by Reference. For investors outside of the United States: Neither we nor the Selling Securityholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled Where You Can Find More Information. Unless the context indicates otherwise, references in this prospectus to the Company, Dolphin, we, us, our and similar terms refer to Dolphin Entertainment, Inc. (f/k/a Dolphin Digital Media, Inc.) and its consolidated subsidiaries. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this prospectus and the documents incorporated by reference herein and therein constitute forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act , and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act , which are subject to the safe harbor created by those sections. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and intentions and are not historical facts and typically are identified by use of terms such as may, should, could, expect, plan, anticipate, believe, estimate, predict, potential, continue, will, would and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent management s current judgment and expectations, but our actual results, events and performance could differ materially from those in the forward-looking statements. Such forward-looking statements include, without limitation: the effects of a challenging economy on the demand for our marketing services, on our clients financial condition and our business or financial condition; risks associated with assumptions we make in connection with our critical accounting estimates, including changes in assumptions associated with any effects of a weakened economy; potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments; our expectations regarding the potential benefits and synergies we can derive from our acquisitions; our expectations to offer clients a broad array of interrelated services, the impact of such strategy on our future profitability and growth and our belief regarding our resulting market position; our beliefs regarding our competitive advantages; our intention to hire new individuals or teams whose existing books of business and talent rosters can be accretive to revenues and profits of the business and our expectations regarding the impact of such additional hires on the growth of our revenues and profits; our beliefs regarding the drivers of growth in the entertainment publicity and marketing segment, the timing of such anticipated growth trend and its resulting impact on the overall revenue; our intention to expand into television production in the near future; our belief regarding the transferability of 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle, and Always Alpha s skills and experience to related business sectors and our intention to expand our involvement in those areas; our intention to selectively pursue complementary acquisitions to enforce our competitive advantages, scale and grow; our belief that such acquisitions will create synergistic opportunities and increased profits and cash flows, and our expectation regarding the timing of such acquisitions; our expectations to raise funds through loans, additional sales of our common stock, securities convertible into our common stock, debt securities or a combination of financing alternatives; and our intention to implement improvements to address material weaknesses in internal control over financial reporting. The forward-looking statements contained in this prospectus reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future effect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following: our ability to continue as a going concern; our history of net losses and our ability to generate a profit; our significant indebtedness and our ability to obtain additional financing or service the existing indebtedness; the volatility of the price of our common stock and the possibility that shareholders could incur substantial losses; our ability to accurately predict our clients acceptance of our differentiated business model that offers interrelated services; our ability to successfully identify and complete acquisitions in line with our growth strategy and anticipated timeline, and to realize the anticipated benefits of those acquisitions; any failure to maintain the security and functionality of our information systems or to defend against or otherwise prevent a cybersecurity attack of breach; our ability to maintain compliance with Nasdaq listing requirements; adverse events, trends and changes in the entertainment or entertainment marketing industries that could negatively impact our operations and ability to generate revenues; loss of a significant number of entertainment publicity and marketing clients and the ability of our clients to terminate or alter our business relationship on short notice; the ability of key clients to increase their marketing budgets as anticipated; our ability to continue to successfully identify and hire new individuals or teams who will provide growth opportunities; uncertainty that our strategy of hiring of new individuals or teams will positively impact our revenues and profits; lack of demand for strategic communications services by traditional and non-traditional media clients who are expanding their activities in the content production, branding and consumer products public relation sectors; economic factors that adversely impact the entertainment industry, as well as advertising, production and distribution revenue in the online and motion picture industries; economic factors that adversely impact the food and hospitality industries; competition for talent and other resources within the industry and our ability to enter into agreements with talent under favorable terms; our ability to attract and/or retain the highly specialized services of the 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle, and Always Alpha executives and employees and our CEO; availability of financing from investors under favorable terms; Potential dilution of our shareholder interests resulting from our issuance of equity securities; Our Series C Convertible Preferred shareholder s significant voting power limiting the ability of our common shareholders to influence our business; our ability to adequately address material weaknesses in internal control over financial reporting; and uncertainties regarding the outcome of pending litigation. The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by the Company (such as in our other filings with the SEC or in Company press releases) for other factors that may cause

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+II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Hauppauge, State of New York on June 17, 2025. FORWARD INDUSTRIES, INC. By: /s/Michael Pruitt Michael Pruitt Interim Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Michael Pruitt Interim Chief Executive Officer June 17, 2025 Michael Pruitt /s/ Kathleen Weisberg Chief Financial Officer (Principal Financial and Accounting Officer) June 17, 2025 Kathleen Weisberg /s/ Sharon Hrynkow Director June 17, 2025 Sharon Hrynkow /s/ Keith Johnson Director June 17, 2025 Keith Johnson /s/ Sangita Shah Director June 17, 2025 Sangita Shah II-5

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+PROSPECTUS SUMMARY The following summary highlights some information from this prospectus. It is not complete and does not contain all of the information that you should consider before making an investment decision. You should read this entire prospectus, including the Risk Factors section on page 9 of this prospectus and the disclosures to which that section refers you, the financial statements and related notes and the other more detailed information appearing elsewhere or incorporated by reference into this prospectus before investing in any of the securities described in this prospectus. Overview We are a clinical stage gene therapy company pioneering the development of gene-based therapies for large patient populations with unmet medical needs. Our oncology platform utilizes our systemic, non-viral ONCOPREX Delivery System which uses lipid-based nanoparticles in a lipoplex form to deliver tumor suppressor gene-expressing plasmids to cancer cells. The product is administered intravenously, where it is taken up by tumor cells that then express tumor suppressor proteins that were deficient in the tumor. Our diabetes technology is designed to work in Type 1 diabetes by transforming alpha cells in the pancreas into functional beta-like cells, which can produce insulin but may be distinct enough from beta cells to evade the body s immune system. In Type 2 diabetes, our technology is believed to work by replenishing and rejuvenating exhausted beta cells that make insulin. Oncology Platform Our lead oncology drug candidate, REQORSA gene therapy (generic name: quaratusugene ozeplasmid), previously referred to as GPX-001, is initially being developed in combination with prominent, approved cancer drugs to treat Non-Small Cell Lung Cancer ( NSCLC ) and Small Cell Lung Cancer ( SCLC ). REQORSA has multimodal effects on cancer cells. It harms the metabolism of cancer cells, which leads to reduced cancer cell growth. It has a mechanism of action whereby it decreases tumor glucose metabolism, interrupts cell signaling pathways that cause replication and proliferation of cancer cells, re-establishes pathways for apoptosis, or programmed cell death, in cancer cells, and increases the immune response against cancer cells. In preclinical studies, REQORSA has been shown to be complementary with targeted drugs and immunotherapies. Our strategy is to develop REQORSA in combination with currently approved therapies and we believe REQORSA s unique attributes position it to provide treatments that improve on these current therapies for patients with NSCLC, SCLC, and possibly other cancers. The TUSC2 gene, which is the key component of REQORSA and plays a vital role in cancer suppression and normal cell metabolism, is one of a series of genes on the short arm of Chromosome 3 whose therapeutic use is covered by our exclusive worldwide licenses from The University of Texas MD Anderson Cancer Center ( MD Anderson ). We believe that our ONCOPREX Delivery System allows for the delivery of a number of cancer-fighting tumor suppressor genes, alone or in combination with other cancer therapies, to combat multiple types of cancer and we are in early stages of discovery programs to identify other cancer candidates. In August 2022, we entered into a sponsored research agreement with MD Anderson to support further preclinical studies of TUSC2 and other tumor suppressor genes. Additionally, we are collaborating with MD Anderson to discover, develop and utilize biomarkers to select the patient population most likely to respond to REQORSA and enable decisions on progression of our drug candidates to the next phase of development. MD Anderson researchers currently are analyzing biomarkers that may indicate a strong positive or negative response to REQORSA in lung cancer that could be used to enrich our population of responders in our clinical trials. Table of Contents Acclaim 1: We currently are enrolling and treating patients in the Phase 2a expansion portion of our Phase 1/2 Acclaim-1 clinical trial. The Acclaim-1 trial uses a combination of REQORSA and AstraZeneca s Tagrisso (osimertinib) in patients with late-stage NSCLC that has activating epidermal growth factor receptor ( EGFR ) mutations and progression on treatment with Tagrisso or Tagrisso-containing regimens. Following the May 2023 completion of the Phase 1 dose escalation portion of the study, the Acclaim-1 Safety Review Committee ( Acclaim-1 SRC ) approved advancement from the Phase 1 dose escalation portion to the Phase 2a expansion portion of the study. Based on a review of safety data which showed no dose limiting toxicities ( DLTs ), the Acclaim-1 SRC determined the recommended Phase 2 dose ( RP2D ) of REQORSA to be 0.12 mg/kg. This was the highest dose level delivered in the Phase 1 portion of the study and is twice the highest dose level delivered in our prior clinical trial combining REQORSA with Tarceva (erlotinib) for the treatment of late-stage lung cancer. There were three patients out of the twelve originally enrolled in the Phase 1 dose escalation portion of the study who had prolonged progression-free survival ( PFS ). One patient attained a partial remission after the second course of REQORSA and Tagrisso and has maintained this response through 56 courses of treatment (approximately 39 months) and continues to receive REQORSA and Tagrisso treatment to date. A second patient had stable disease without disease progression through 32 courses of treatment (approximately 24 months) but then had disease progression and REQORSA treatment was stopped. A third patient had stable disease without disease progression through 14 courses of treatment (approximately 10 months) before disease progression and is no longer receiving treatment. We opened the Phase 2a expansion portion of the study and enrolled and dosed the first patient in January 2024. The initial trial design of the Phase 2a expansion portion of the study included two cohorts with half being patients who received only prior Tagrisso treatment and the other half being patients who received prior Tagrisso treatment and chemotherapy. However, as previously announced in August 2024, based on resource prioritization and to focus on the patients for whom REQORSA is most likely to show a benefit, we decided to limit our enrollment efforts moving forward to patients who received only prior Tagrisso treatment and cease enrollment of the second cohort (patients who received prior Tagrisso treatment and chemotherapy). However, noting that two of the patients with prolonged PFS in the Phase 1 portion of the study had previously received both chemotherapy and Tagrisso, in February 2025, we amended the protocol to allow entry of patients progressing on Tagrisso or Tagrisso-containing regimens. The Phase 2a expansion portion of the trial is now expected to enroll approximately 33 patients; all of whom have progressed on Tagrisso or Tagrisso-containing regimens. The Phase 2b randomized portion of the study, in which patients progressing on prior Tagrisso treatment will be randomized 1:1 to either REQORSA and Tagrisso combination therapy or to platinum-based chemotherapy, remains unchanged. There will be an interim analysis following the treatment of 19 patients in the Phase 2a portion of the Acclaim-1 study. We expect to complete the enrollment of the first 19 patients for interim analysis in the Phase 2a expansion portion of the study in the first half of 2026 and expect the interim analysis in the second half of 2026. The Food and Drug Administration ( FDA ) has granted Fast Track Designation for the Acclaim-1 treatment combination of REQORSA and Tagrisso in NSCLC patients who have progressed on Tagrisso treatment. The Phase 2a expansion portion of the Acclaim-1 study provides us the advantage of early insight into drug effectiveness in defined and distinct patient populations at the maximum tolerated dose or RP2D in order to better evaluate efficacy and increase the likelihood of a successful randomized Phase 2 trial which will follow the expansion portion of the study. Acclaim 2: The Acclaim-2 trial involved a combination of REQORSA and Merck & Co. s Keytruda (pembrolizumab) in patients with late-stage NSCLC whose disease has progressed after treatment with Keytruda. As previously announced in August 2024, based on a number of factors, including enrollment challenges and delays due to competition for investigators and eligible patients with numerous other trials involving the same patient population, we decided to cease enrollment of new patients in the Acclaim-2 trial to prioritize our resources and focus on the other two Acclaim trials in SCLC and NSCLC, respectively. There are no longer any patients receiving study treatment in the Acclaim-2 trial. Although the Acclaim-2 study in patients progressing on Keytruda containing regimens has been closed due to, among other factors, slow enrollment, we continue to believe that this combination could be beneficial. Acclaim 3: We are currently enrolling and treating patients in the Phase 2 expansion portion of our Phase 1/2 Acclaim-3 clinical trial. The Acclaim-3 clinical trial uses a combination of REQORSA and Genentech, Inc. s Tecentriq (atezolizumab) as maintenance therapy for patients with extensive stage small cell lung cancer ( ES-SCLC ) who did not develop tumor progression after receiving Tecentriq and chemotherapy as initial standard treatment. Patients are treated with REQORSA and Tecentriq until disease progression or unacceptable toxicity is experienced. On December 16, 2024, we announced that we had completed the Phase 1 dose escalation portion of the Acclaim-3 clinical trial. Based on full safety data, which showed no DLTs, the Acclaim-3 Safety Review Committee determined that the RP2D of REQORSA will be 0.12 mg/kg, which was the highest dose level delivered in the Phase 1 portion of the trial, and approved the opening of the Phase 2 expansion portion of the trial. We anticipate that the Phase 2 expansion portion will enroll approximately 50 patients at approximately 10 to 15 U.S sites. Patients will be treated with REQORSA and Tecentriq until disease progression or unacceptable toxicity is experienced. The primary endpoint of the Phase 2 portion is to determine the 18-week progression-free survival rate from the time of the start of maintenance therapy with REQORSA and Tecentriq in patients with ES-SCLC. Patients will also be followed for survival. A Phase 2 futility analysis will be performed after the 25th patient enrolled and treated reaches 18 weeks of follow up. We expect to complete enrollment of the first 25 patients for interim analysis in the Phase 2 expansion portion of the study in the first half of 2026 and expect the interim analysis in the second half of 2026. Table of Contents The Acclaim-3 clinical trial has received FDA Fast Track Designation for this patient population and Acclaim-3 has also received an FDA Orphan Drug Designation. Diabetes Gene Therapy In diabetes, we have exclusively licensed from the University of Pittsburgh of the Commonwealth System of Higher Education ( University of Pittsburgh or UP ) multiple technologies relating to the development of a gene therapy product for each of Type 1 and Type 2 diabetes. The same general novel approach is used in each of Type 1 and Type 2 diabetes whereby an adeno-associated virus vector containing the Pdx1 and MafA genes is administered directly into the pancreatic duct. In humans, this can be done with a routine endoscopy procedure. Our diabetes product candidates are currently being evaluated and optimized in preclinical studies at the University of Pittsburgh. GPX-002 is being developed using the same construct for the treatment of both Type 1 diabetes and Type 2 diabetes. GPX-002 for Type 1 diabetes is designed to work by transforming alpha cells in the pancreas into functional beta-like cells, which can produce insulin but may be distinct enough from beta cells to evade the body s immune system. In a similar approach, GPX-002 for Type 2 diabetes (formerly known as GPX-003), where autoimmunity is not at play, is believed to work by replenishing and rejuvenating exhausted beta cells that make insulin. We finalized the components of the diabetes construct to take forward for nonclinical studies and in December 2023, we submitted a request to meet with the FDA to obtain their guidance on the nonclinical studies needed to file an Investigational New Drug ( IND ) application and initiate first-in-human studies. As a result of the FDA s response, we decided to continue with our planned additional nonclinical studies before requesting regulatory guidance for the IND-enabling studies. We are currently working with the University of Pittsburgh on species analyses for the animal models as well as on other regulatory and clinical strategic planning, including the planned initiation of research in Type 2 diabetes animal models, following which we plan to submit a request to the FDA to meet regarding IND-enabling studies by the end of 2025. In May 2025, following the recent completion of our August 2022 sponsored research agreement with UP, we entered into a new sponsored research agreement with UP to study Type 1 diabetes and Type 2 diabetes in animal models. The new sponsored research agreement also includes a revised research plan to encompass our most recent technologies to which we originally acquired exclusive rights from UP in July 2023 as amended and restated in the comprehensive New UP License Agreement in February 2025 (as defined and described below). These include a MafB promoter to drive expression of the Pdx1 and MafA transcription factors that can potentially be used for both Type 1 and Type 2 diabetes. On February 17, 2025, we and the University of Pittsburgh entered into an amended and restated Exclusive License Agreement (the New UP License Agreement ), which updated and consolidated into a single agreement our prior license agreements with UP. Pursuant to the New UP License Agreement, UP granted to us a worldwide, exclusive license for certain patents and related technology, collectively referred to as the Licensed Technology, and a worldwide, non-exclusive license to use certain related know-how. The Licensed Technology covered by the New UP License Agreement is based on the same general gene therapy approach as covered under our prior license agreements with UP (less the previously-licensed macrophage technology), whereby an adeno-associated virus vector containing the Pdx1 and MafA genes is administered directly into the pancreatic duct. More specifically, the Licensed Technology covered by the New UP License Agreement is related to a gene therapy for both Type 1 diabetes and Type 2 diabetes using the genes of the Pdx1 and MafA transcription factors controlled by insulin, glucagon and MafB promoters. In February 2023, the Company s research collaborators at UP presented preclinical data in a non-human primate model of Type 1 diabetes highlighting the therapeutic potential of GPX-002 at the 16th International Conference on Advanced Technologies & Treatments for Diabetes ( ATTD 2023 ) in Berlin, Germany. The statistically significant study results showed the treated animals had decreased insulin requirements, increased c-peptide levels, and improved glucose tolerance compared to baseline. In April 2023, the Company hosted a Key Opinion Leader virtual event entitled Novel Gene Therapy to Treat Type 1 Diabetes, which discussed preclinical data reported at ATTD 2023 supporting gene therapy to treat Type 1 diabetes. In June 2025, our collaboration partners had two presentations at the 2025 American Diabetes Association ( ADA ) 85th Scientific Sessions. Our research collaborators from UP were invited to give an oral presentation highlighting their work in non-human primate models of Type 1 diabetes. In addition, our contract development and manufacturing organization collaborators presented a poster on a non-viral lipid nanoparticle delivery system that would allow a patient to receive multiple treatments. Table of Contents Recent Developments Equity Line of Credit On June 11, 2025, we entered into an equity line of credit ( ELOC ) purchase agreement (the Purchase Agreement ) with Lincoln Park Capital Fund, LLC ( Lincoln Park ), pursuant to which Lincoln Park committed to purchase up to $12.5 million in shares of our common stock (subject to certain conditions and limitations contained in the Purchase Agreement) from time to time at our sole discretion over the 24-month term of the Purchase Agreement (the 2025 ELOC Facility ). Sales of shares of common stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of the common stock and our determination as to the appropriate sources of funding for our operations. During the three months ended September 30, 2025, we sold 341,224 shares of common stock to Lincoln Park as purchase shares for aggregate net proceeds of $2,943,745 under the 2025 ELOC Facility. During the nine months ended September 30, 2025, we (i) issued 23,737 shares of common stock to Lincoln Park with a value of $365,550 as commitment shares pursuant to the 2025 ELOC Facility, which was expensed as incurred, and (ii) sold 422,380 shares of common stock to Lincoln Park as purchase shares for aggregate net proceeds of $3,818,631 under the 2025 ELOC Facility. From October 1, 2025, through November 10, 2025, we sold 326,750 shares of common stock for aggregate net proceeds of $1,434,139 under the 2025 ELOC Facility. Reverse Stock Split At our annual meeting of stockholders held on August 15, 2025, our stockholders adopted and approved an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of Common Stock, at a specific ratio, ranging from one-for-ten (1:10) to one-for-fifty (1:50), with such ratio to be determined by our Board in its discretion. On October 16, 2025, we filed the amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of our Common Stock at a ratio of one-for-fifty (1:50) (the Reverse Stock Split ). The Reverse Stock Split became effective in accordance with the terms of the amendment at 12:01 a.m. Eastern Time on October 21, 2025. All share and per share amounts in this prospectus (other than certain documents incorporated by reference into this prospectus, including such documents incorporated by reference herein that were filed prior to the effectiveness of the Reverse Stock Split), have been adjusted to reflect the Reverse Stock Split. October 2025 Registered Direct Offerings and Concurrent Private Placement Transactions On October 24, 2025, we completed a registered direct offering priced at-the-market under Nasdaq rules (the October 2025 Registered Direct Offering I ), pursuant to which we issued an aggregate of 243,622 shares of common stock at a purchase price of $11.21 per share. In the concurrent First Private Placement (the First Private Placement, together with the October 2025 Registered Direct Offering I, the October 2025 Financing I ), we issued the First Private Warrants exercisable for up to an aggregate of 487,244 shares of common stock (the First Private Warrant Shares ) at an exercise price of $11.00 per share. The First Private Warrants are exercisable immediately upon issuance and will expire 24 months from the effective date of the registration statement of which this prospectus is a part, which registers for resale by the Selling Stockholders (among other securities identified herein) of all of the First Private Warrant Shares. Also, we agreed to issue to H.C. Wainwright & Co., LLC (the Placement Agent ) or its designees the First Placement Agent Warrants to purchase up to an aggregate of 14,617 shares of common stock (the First Placement Agent Warrant Shares ). The First Placement Agent Warrants have substantially the same terms as the First Private Warrants except that the First Placement Agent Warrants have an exercise price of $14.0125 per share and a termination date that will be the earlier of (i) 24 months from the effective date of the registration statement of which this prospectus is a part, which registers for resale by the Selling Stockholders (among other securities identified herein) of all of the First Placement Agent Warrant Shares and (ii) October 23, 2030. The net proceeds of the October 2025 Financing I, after deducting the placement agent s fees and expenses and other estimated October 2025 Registered Direct Offering I expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the First Private Warrants, were approximately $2.5 million. Additionally, if the holders of October 2025 Private Warrants I exercise such warrants in full, we would receive additional gross proceeds of approximately $5.3 million. Table of Contents On October 29, 2025, we completed a registered direct offering priced at-the-market under Nasdaq rules (the October 2025 Registered Direct Offering II ), pursuant to which we issued an aggregate of 377,780 shares of common stock at a purchase price of $9.00 per share. In the Second Private Placement (together with the October 2025 Registered Direct Offering II, the October 2025 Financing II ), we issued the Second Private Warrants exercisable for up to an aggregate of 755,560 shares of common stock (the Second Private Warrant Shares ) at an exercise price of $8.75 per share. The Second Private Warrants are exercisable immediately upon issuance and will expire 24 months from the effective date of the registration statement of which this prospectus is a part, which registers for resale by the Selling Stockholders (among other securities identified herein) of all of the Second Private Warrant Shares. Also, we agreed to issue to the Placement Agent or its designees the Second Placement Agent Warrants to purchase up to an aggregate of 22,667 shares of common stock (the Second Placement Agent Warrant Shares ). The Second Placement Agent Warrants have substantially the same terms as the Second Private Warrants except that the Second Placement Agent Warrants have an exercise price of $11.25 per share and a termination date that will be the earlier of (i) 24 months from the effective date of the registration statement of which this prospectus is a part, which registers for resale by the Selling Stockholders (among other securities identified herein) of all of the Second Placement Agent Warrant Shares and (ii) October 28, 2030. In addition, in connection with any future exercise of the Second Private Warrants, we have agreed to (A) pay the Placement Agent (i) a cash fee equal to 7.0% of the aggregate gross exercise price paid in cash with respect to the exercise of such warrants and (ii) a management fee equal to 1.0% of the aggregate gross exercise price paid in cash with respect to the exercise of such warrants and (B) issue to Placement Agent or its designees additional placement agent warrants to purchase that number of shares equal to 6.0% of the aggregate number of shares of common stock underlying such Second Private Warrants that have been exercised. The net proceeds of the October 2025 Financing II, after deducting the placement agent s fees and expenses and other estimated October 2025 Registered Direct Offering II expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the Second Private Warrants, were approximately $3.1 million. Additionally, if the holders of Second Private Warrants exercise such warrants in full, we would receive additional net proceeds of approximately $6.1 million. At-The-Market Offering On December 13, 2023, we entered into an At The Market ( ATM ) Offering Agreement (the Sales Agreement ) with H.C. Wainwright & Co., LLC, serving as agent (the Agent ) with respect to an at-the-market offering program (the 2023 ATM Facility ) under which we may offer and sell through the Agent, from time to time at our sole discretion, up to such number or dollar amount of shares of our common stock as registered on the prospectus supplement covering the 2023 ATM Facility offering, as may be amended or supplemented from time to time. From October 1, 2025 through November 19, 2025, we sold 291,085 shares of common stock for aggregate net proceeds of $1,248,866 under the 2023 ATM Facility. Nasdaq As previously disclosed, the Nasdaq Hearings Panel (the Panel ) of the Nasdaq Stock Market, LLC ( Nasdaq ) had previously notified the Company on October 13, 2025 that the Panel had granted the Company s request for an exception to demonstrate compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the Bid Price Requirement ) and the minimum stockholders equity requirement for continued listing on the Nasdaq Capital Market, under Nasdaq Listing Rule 5550(b)(1) (the Stockholders Equity Requirement ) for continued listing through October 31, 2025. On November 25, 2025, the Company was formally notified that (i) the Panel determined that the Company has regained compliance with the Bid Price Requirement; and (ii) the Panel has also approved the Company s request for an exception until December 31, 2025, to demonstrate long-term compliance with the Stockholders Equity Requirement (as extended, the Exception ). As previously disclosed, upon request by the Company, the Panel has discretion to grant the Company continued listing through February 9, 2026. Pursuant to the Exception, the Company is required to, and fully intends to, provide the Panel with prompt notification of any significant events that occur, including any event that may call into question the Company s ability to satisfy the terms of the Exception. If such events do occur, the Company may request a further extension beyond December 31, 2025 to regain compliance with the Stockholders Equity Requirement. The Panel has reserved the right to reconsider the terms of the Exception based on any event, condition or circumstance that exists or develops that would, in the Panel s opinion, make continued listing of the Company s securities on Nasdaq inadvisable or unwarranted. There can be no assurance that the Panel would exercise their discretion to grant an extension beyond December 31, 2025. The Company believes it will need to engage in additional capital raising transactions to regain compliance with the Stockholders Equity Requirement, and there is no guarantee that such financing will be available on terms acceptable to the Company, or at all. Corporate Information We were incorporated in Delaware in April 2009. Our principal executive offices are located at 3300 Bee Cave Road, #650-227, Austin, TX 78746, and our telephone number is (877) 774-4679. Our website address is www.genprex.com. The information on our website is not part of this prospectus. We have included our website address as a factual reference and do not intend them to be active links to our websites. Table of Contents

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+PROSPECTUS SUMMARY The following summary highlights certain information contained elsewhere in this prospectus. Because this is only a summary, however, it does not contain all the information you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled Risk Factors. You should also carefully read the exhibits to the registration statement of which this prospectus is a part. Company Overview GeoVax Labs, Inc. (GeoVax, us, we or the Company) is a clinical-stage biotechnology company developing human vaccines and immunotherapies against infectious diseases and solid tumor cancers using novel proprietary platforms. The Company s lead infectious disease vaccine clinical program is GEO-CM04S1, a next-generation COVID-19 vaccine which is currently being evaluated in three ongoing Phase 2 clinical trials for COVID-19 as further described in the Business section. The Company s lead clinical program in oncology is evaluating a novel oncolytic solid tumor gene-directed therapy, Gedeptin , having recently completed a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. A Phase 2 clinical trial in first recurrent head and neck cancer, evaluating Gedeptin combined with an immune checkpoint inhibitor is planned for 2026. Additionally, GeoVax is developing GEO-MVA, a vaccine targeting Mpox and smallpox. Based on recent guidance from the European Medicines Agency (EMA), the Company anticipates progressing directly to a Phase 3 clinical evaluation, expected to begin in 2026, omitting Phase 1 and Phase 2 trials. GeoVax s portfolio of wholly owned, co-owned, and in-licensed intellectual property, stands at over 135 granted or pending patent applications spread over 23 patent families, which are discussed in greater detail in the Our Intellectual Property section. Our Product Development Pipeline The tables below summarize the status of our product development programs, which are discussed in greater detail in the following pages. Clinical Development Programs Product Indication Clinical Trial Status Primary Vaccine for Immunocompromised/Stem Cell Transplant Patients (NCT04977024) Phase 2 Currently enrolling GEO-CM04S1 COVID-19 Booster Vaccine for Immunocompromised/Chronic Lymphocytic Leukemia Patients (NCT05672355) Phase 2 Currently enrolling Booster Vaccine for Healthy Adults (NCT04639466) Phase 2 enrollment closed GEO-MVA Mpox & smallpox Vaccine against Mpox and smallpox (NCT TBD) Phase 3 planning Gedeptin Head & Neck Cancer* ICI Combination Therapy (NCT TBD) Phase 2 planning If this Form is a post-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 a post-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, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company 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 pursuant 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. * Orphan Drug status granted ** Indication within FDA Priority Review Voucher program Our corporate strategy is to advance, protect and exploit our differentiated vaccine/immunotherapy technologies leading to the successful development of preventive and therapeutic vaccines and immunotherapies against infectious diseases and various cancers. Our goal is to advance products through human clinical testing, and to seek partnership or licensing arrangements for achieving regulatory approval and commercialization. We also leverage third party resources through collaborations and partnerships for preclinical and clinical testing with multiple government, academic and corporate entities. We have not generated any revenues from the sale of the products we are developing, and we do not expect to generate any such revenues for at least the next several years. Our product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing. All product candidates that we advance to clinical testing will require regulatory approval prior to commercial use and will require significant costs for commercialization. We may not be successful in our research and development efforts, and we may never generate sufficient product revenue to be profitable. Summary of Risk Factors Our business is subject to numerous risks and uncertainties, discussed in more detail in the following section. These risks include, among others, the following key risks: Risks Related to Our Business and Capital Requirements We have a history of operating losses, and we expect losses to continue for the foreseeable future. We have received a going concern opinion from our auditors. Our business will require continued funding. If we do not receive adequate funding, we may not be able to continue our operations. Significant disruptions of information technology systems or breaches of information security systems could adversely affect our business. Risks Related to Development and Commercialization of Product Candidates and Dependence on Third Parties Our products are still being developed and are unproven. These products may not be successful. We depend upon key personnel who may terminate their employment with us at any time. If we were to lose the services of any of these individuals, our business and operations may be adversely affected. Regulatory and legal uncertainties could result in significant costs or otherwise harm our business. We face intense competition and rapid technological change that could result in products that are superior to, or earlier to the market than, the products we will be commercializing or developing. Our product candidates are based on new medical technology and, consequently, are inherently risky. Concerns about the safety and efficacy of our products could limit our future success. We may experience delays in our clinical trials that could adversely affect our financial results and our commercial prospects. Failure to obtain timely regulatory approvals required to exploit the commercial potential of our products could increase our future development costs or impair our future sales. State pharmaceutical marketing compliance and reporting requirements may expose us to regulatory and legal action by state governments or other government authorities. Changes in healthcare law and implementing regulations, as well as changes in healthcare policy, may impact our business in ways that we cannot currently predict, and may have a significant adverse effect on our business and results of operations. We may not be successful in establishing collaborations for product candidates we seek to commercialize, which could adversely affect our ability to discover, develop, and commercialize products. We do not have manufacturing, sales or marketing experience. Our products under development may not gain market acceptance. We may be required to defend lawsuits or pay damages for product liability claims. Reimbursement decisions by third-party payors may have an adverse effect on pricing and market acceptance. If there is not sufficient reimbursement for our products, it is less likely that they will be widely used. The information in this preliminary 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 preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED DECEMBER 12, 2025 PRELIMINARY PROSPECTUS GEOVAX LABS, INC. 18,292,683 Common Units Each Common Unit Consisting of One Share of Common Stock and Two Warrants to Purchase One Share of Common Stock 18,292,683 Pre-Funded Units Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to Purchase One Share of Common Stock and Two Common Warrants to Purchase One Share of Common Stock Up to 36,585,366 Shares of Common Stock Underlying the Warrants This prospectus relates to a best efforts public offering of 18,292,683 units (each a Common Unit and, collectively, the Common Units) at an assumed offering price of $0.41 per Unit, each Unit consisting of one share of common stock, $0.001 par value per share (the Common Stock), of GeoVax Labs, Inc. (GeoVax, us, we or the Company) and two warrants to purchase one share of Common Stock (each a Common Warrant and, collectively, the Common Warrants). Each warrant is immediately exercisable for one share of Common Stock at an exercise price of $0.41 per share (100 % of the price of each share of Common Stock sold in this offering) and will expire five years from the date of issuance. We are also offering to those purchasers, if any, whose purchase of Common Units in this offering would otherwise result in the purchaser, together with its affiliates and related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if they so choose, pre-funded units (each a Pre-Funded Unit and, collectively, the Pre-Funded Units, and, together with the Common Units, the Units) in lieu of the Common Units that would otherwise result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock, with each Pre-Funded Unit consisting of one pre-funded warrant to purchase one share of Common Stock (each a Pre-Funded Warrant and, collectively, the Pre-Funded Warrants and, together with the Common Warrants, the Warrants) and two Common Warrants. The purchase price of each Pre-Funded Unit will equal the price per Common Unit, minus $0.00001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit will be $0.00001 per share. There can be no assurance that we will sell any of the Pre-Funded Units being offered. The Pre-Funded Warrants offered hereby will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit we sell, the number of Common Units we are offering will be decreased on a one-for-one basis. Because we will issue two Common Warrants as part of each Unit, the number of Common Warrants sold in this offering will not change as a result of a change in the mix of the Common Units and Pre-Funded Units sold. The registration statement of which this prospectus forms a part also registers the shares of Common Stock that are issuable from time to time upon exercise of the Warrants (the Warrant Shares) included in the Units offered hereby. See Description of Securities We Are Offering in this prospectus for more information. The Units will not be certificated and the shares of Common Stock and the warrants comprising such Units are immediately separable and will be issued separately in this offering. Our Common Stock is listed on the Nasdaq Capital Market under the symbol GOVX. On December 11, 2025, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $0.39 per share. We urge prospective purchasers of our Common Stock to obtain current information about the market prices of our Common Stock. Risks Related to Our Intellectual Property Our success depends on our ability to obtain, maintain, protect and enforce our intellectual property and our proprietary technologies. We could lose our license rights to our important intellectual property if we do not fulfill our contractual obligations to our licensors. Other parties may claim that we infringe their intellectual property or proprietary rights, which could cause us to incur significant expenses or prevent us from selling products. Any inability to protect our or our licensors intellectual property rights in the United States and foreign countries could limit our ability to prevent others from manufacturing or selling our products. Changes in United States patent law could diminish the value of patents in general, thereby impairing our ability to protect our product candidates. The patent protection and patent prosecution for our product candidates is dependent in part on third parties. Risks Related to Our Common Stock The market price of our Common Stock is highly volatile. The sale or issuance of additional shares of our Common Stock or other equity securities could result in additional dilution to our stockholders. Certain provisions of our certificate of incorporation which authorize the issuance of shares of preferred stock may make it more difficult for a third party to effect a change in control. We have never paid dividends and have no plans to do so. Public company compliance may make it more difficult for us to attract and retain officers and directors. Our Certificate of Incorporation and Bylaws may be amended by the affirmative vote of a majority of our stockholders. Broker-dealers may be discouraged from effecting transactions in shares of our Common Stock if we are considered to be a penny stock and thus subject to the penny stock rules. If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, our Common Stock and related warrants could be delisted from the exchange. Smaller Reporting Company We are a smaller reporting company under the Exchange Act. We may continue to be a smaller reporting company so long as, as of June 30 of the preceding year, (i) the market value of our voting and non-voting equity held by non-affiliates, or our public float, is less than $250 million; or (ii) we have annual revenues less than $100 million and either we have no public float or our public float is less than $700 million. To the extent we continue to qualify as a smaller reporting company, we will continue to be permitted to make certain reduced disclosures in our periodic reports and other documents that we file with the SEC. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. Corporate Information We are incorporated under the laws of the State of Delaware. Our principal corporate offices are located at 1955 Lake Park Drive, Suite 300, Smyrna, Georgia 30080 (metropolitan Atlanta). Our telephone number is (678) 384-7220. The address of our website is www.geovax.com. Information contained on our website does not form a part of this prospectus. There is no established trading market for the Units or the Warrants and we do not expect a market to develop. We do not intend to apply for the listing of the Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of such securities will be limited. We have engaged Roth Capital Partners, LLC (the placement agent) to act as placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to compensate the placement agent as set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. Because there is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close, we may sell fewer than all of the securities offered hereby, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus. We expect that the offering will settle delivery versus payment/receipt versus payment. Accordingly, we and the placement agent have not made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder. Because there is no escrow account and there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering. The actual amount of gross proceeds, if any, in this offering could vary substantially from the gross proceeds from the sale of the maximum amount of securities being offered in this prospectus. This offering will end no later than December 31, 2025, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date, except that the Warrant Shares will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act). We are a smaller reporting company as defined under the federal securities laws and, under applicable Securities and Exchange Commission rules, we have elected to comply with certain reduced public company reporting and disclosure requirements. This prospectus may only be used where it is legal to offer and sell the shares covered by this prospectus. We have not taken any action to register or obtain permission for this offering or the distribution of this prospectus in any country other than the United States. Per Common Unit Per Pre-Funded Unit Total Public offering price $ $ $ Placement agent fees (1) $ $ $ Proceeds to us before offering expenses (2) $ $ $ (1) We have engaged Roth Capital Partners, LLC to act as placement agent for this offering, in exchange for a fee of 7.0% of the aggregate offering price of the Units sold in this offering. We have also agreed to reimburse the placement agent for certain expenses. For additional agent compensation information, see Plan of Distribution on page 55 of this prospectus. (2) We estimate the total expenses of this offering, including amounts reimbursed to the placement agent, will be approximately $700,000.

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+II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lawrenceville, State of New Jersey, on May 30, 2025. IMUNON, INC. By: /s/ Stacy R. Lindborg Stacy R. Lindborg, Ph.D. President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stacy Lindborg, David Gaiero, and Susan Eylward and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Name Position Date /s/ Stacy R. Lindborg President, Chief Executive Officer and May 30, 2025 Stacy R. Lindborg, Ph.D. Director (Principal Executive Officer) /s/ David Gaiero Chief Financial Officer May 30, 2025 David Gaiero (Principal Financial and Accounting Officer) /s/ Michael H. Tardugno Executive Chairman and Director May 30, 2025 Michael H. Tardugno /s/ Frederick J. Fritz Director May 30, 2025 Frederick J. Fritz /s/ James E. Dentzer Director May 30, 2025 James E. Dentzer /s/ Donald Braun Director May 30, 2025 Donald Braun, Ph.D. /s/ Christine Pellizzari Director May 30, 2025 Christine Pellizzari, J.D. II-9

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+Prospectus Summary Dilution and Dilution for more information. Offering Price of $10.00 25% of Maximum Redemption 50% of Maximum Redemption 75% of Maximum Redemption Maximum Redemption NTBV NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price Assuming Full Exercise of Over-Allotment Option $ 7.58 $ 6.99 $ 3.01 $ 6.03 $ 3.97 $ 4.17 $ 5.83 $ (0.97 ) $ 10.97 Assuming No Exercise of Over-Allotment Option $ 7.57 $ 6.98 $ 3.02 $ 6.02 $ 3.98 $ 4.16 $ 5.84 $ (0.97 ) $ 10.97 Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. See the sections titled Proposed Business Effecting our Initial Business Combination Sourcing of Potential Business Combination Targets and Management Conflicts of Interest. Currently, there is no public market for our units, ordinary shares or rights. We have applied to list our units on The Nasdaq Stock Market LLC, or NASDAQ under the symbol INACU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on NASDAQ. The ordinary shares and rights comprising the units will begin separate trading on the 90th day following the date of this prospectus unless EBC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the ordinary shares and rights will be listed on NASDAQ under the symbols INAC and INACR , respectively. Table of Contents No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Of the proceeds we receive from this offering and the sale of the private units described in this prospectus, $100,000,000 or $115,000,000, if the underwriters over-allotment option is exercised in full ($10.00 per public share in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee, approximately $2,500,000, or $2,800,000, if the underwriters over-allotment option is exercised in full, will be used to pay fees and expenses in connection with the closing of this offering, including underwriting discounts and commissions, and an estimated $1,000,000 will be available for working capital following this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, if any, the proceeds from this offering and the sale of the private units that are deposited in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to delay or modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our initial business combination within 21 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. ______________________ Investing in our securities involves a high degree of risk. See the section of this prospectus entitled Risk Factors beginning on page 30 for a discussion of the information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors under Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 100,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 5,500,000 Proceeds, before expenses, to Indigo Acquisition Corp. $ 9.45 $ 94,500,000 ____________ (1) Includes $0.20 per unit, or $2,000,000 in the aggregate (or up to $2,300,000 if the overallotment option is exercised in full), payable to EBC upon the closing of this offering. Also includes $0.35 per unit, or up to $3,500,000 in the aggregate (or up to $4,025,000 if the overallotment option is exercised in full), payable to EBC in this offering for deferred underwriting commissions to be placed in a trust account located in the United States and released to EBC only upon the completion of an initial business combination. See the section of this prospectus entitled Underwriting (Conflicts of Interest) for a description of compensation and other items of value payable to the underwriters. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2025. ______________________ Book-Running Manager EarlyBirdCapital, Inc. Co-Manager IB Capital LLC , 2025 Table of Contents TABLE OF CONTENTS We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Page SUMMARY 1

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+II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Pasadena, State of California, on July 10, 2025. Lixte Biotechnology Holdings, Inc. By: /s/ Geordan Pursglove Name: Geordan Pursglove Title: Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below appoints Geordan Pursglove and Robert Weingarten, and each of them, each of whom may act without the joinder of the other, as their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for them and in their name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement (and to any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as they might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title(s) Date /s/ Geordan Pursglove Chief Executive Officer and Chairman of the Board of Directors July 10, 2025 Geordan Pursglove (Principal Executive Officer) /s/ Bastiaan van der Baan President, Chief Scientific Officer and Director July 10, 2025 Bastiaan van der Baan /s/ Robert Weingarten Vice President and Chief Financial Officer July 10, 2025 Robert Weingarten (Principal Financial and Accounting Officer) * Director July 10, 2025 Stephen Forman * Director July 10, 2025 Yun Yen * Director July 10, 2025 Rene Bernards * Director July 10, 2025 Regina Brown *By: /s/ Robert Weingarten, Attorney-in-Fact II-8

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+PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus or incorporated by reference in this prospectus from our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and our other filings with the SEC listed below under the heading Incorporation of Certain Information by Reference. This summary may not contain all the information that you should consider before investing in securities. You should read the entire prospectus and the information incorporated by reference in this prospectus carefully, including Risk Factors and the financial data and related notes and other information incorporated by reference, before making an investment decision. See Special Note Regarding Forward-Looking Statements. In this prospectus, unless context requires otherwise, references to we, us, our, or the Company refer Maze Therapeutics, Inc., a Delaware corporation and its consolidated subsidiaries. Overview We are a clinical-stage biopharmaceutical company harnessing the power of human genetics to develop novel, small molecule precision medicines for patients living with kidney and metabolic diseases, including obesity. We are advancing a pipeline using our Compass platform, which allows us to identify and characterize genetic variants in disease and then link those variants to the biological pathways that drive disease in specific patient groups through a process we refer to as variant functionalization. Our Compass platform has been purpose-built to inform all phases of our drug discovery and development process through clinical trial design. We are currently advancing two wholly-owned lead programs, MZE829 and MZE782, each of which represents a novel precision medicine-based approach. Our goal is to bring novel precision medicines to patients with kidney and metabolic diseases, which is where we believe we can maximize our impact on human health. Our most advanced lead program, MZE829, is an oral, small molecule inhibitor of apolipoprotein L1 ( APOL1 ) for the treatment of patients with APOL1-mediated kidney disease ( AMKD ), which is estimated to affect over one million patients in the United States alone. Although the link between APOL1 variants and renal dysfunction has been known for over a decade, we have identified a new protective variant that underpins our therapeutic approach for MZE829 and may ultimately allow us to address a broader population of AKD than has previously been possible in the clinical setting. In October 2024, we reported results for our Phase 1 clinical trial of MZE829, in which we enrolled 111 healthy patients who received either single or multiple ascending doses of 20 mg to 480 mg of MZE829 administered daily. Treatment was well tolerated with no severe adverse events or serious adverse events reported in patients treated with single doses up to 480 mg and multiple doses of up to 350 mg daily for seven days. Dose-proportional pharmacokinetics ( PK ) was observed with low variability (10-40%) across doses. We initiated a Phase 2 trial of MZE829 in November 2024, dosed our first patient in February 2025 and expect to report initial proof of concept data in the first quarter of 2026. Our second lead program, MZE782, is an oral, small molecule inhibitor for the treatment of patients with phenylketonuria ( PKU ), an inherited metabolic disorder, and chronic kidney disease ( CKD ). SLC6A19 is a sodium-dependent neutral amino acid transporter expressed in the small intestine and proximal tubule of the kidney that plays a key role in the absorption and reabsorption of neutral amino acids. In PKU, SLC6A19 enables phenylalanine ( Phe ) uptake from the gut and reabsorption in the kidney two key contributors to elevated plasma Phe levels in patients with deficient phenylalanine hydroxylase ( PAH ) activity. Inhibiting SLC6A19 with MZE782 offers a genotype- and PAH-agnostic, oral approach to lowering plasma Phe by limiting its entry into circulation. In CKD, SLC6A19-mediated reabsorption has the potential to contribute to metabolic overload in the proximal tubule of the kidney. Blocking this transporter may therefore reduce the burden of amino acids and toxins, potentially slowing disease progression. The potential mechanism is complementary to, as well as distinct from, SGLT2 inhibition. In September 2025, we reported results from our Phase 1 clinical trial of MZE782, in which we enrolled 112 healthy adult volunteers who received either single or multiple ascending Table of Contents doses of 30 mg to 960 mg of MZE782 administered daily. Treatment was well tolerated with no serious adverse events, no severe adverse events and no treatment related adverse events ( TRAEs ) leading to discontinuation. We plan to initiate two Phase 2 proof-of-concept trials of MZE782 in 2026 in PKU and CKD. Recent Developments September 2025 Private Placement On September 10, 2025, we entered into a securities purchase agreement (the Purchase Agreement ) with the selling stockholders identified herein (the Selling Stockholders ), pursuant to which we sold to the Selling Stockholders in a private placement (the Private Placement ) an aggregate of (i) 4,000,002 shares (the Initial Shares ) of our common stock, par value $0.001 per share (the common stock ), at a purchase price of $16.25 per share and (ii) in lieu of shares of common stock for certain Selling Stockholders, pre-funded warrants (the Pre-Funded Warrants ) to purchase up to an aggregate of 5,231,090 shares of common stock (the Warrant Shares , and together with the Initial Shares, the Shares ) at a purchase price of $16.249 per Pre-Funded Warrant. Each Pre-Funded Warrant has an exercise price of $0.001 per Warrant Share, is exercisable at any time after their original issuance and will not expire. The Pre-Funded Warrants provide that the holder of the Pre-Funded Warrants do not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99% or 9.99%, at the holder s election, of the number of shares of common stock outstanding immediately after giving effect to such exercise. The gross proceeds from the Private Placement were approximately $150.0 million, before deducting placement agent fees and other expenses. The Company intends to use the proceeds from the private placement, together with its existing cash, cash equivalents and short-term investments, to advance the development of MZE829 in patients with APOL1-mediated kidney disease, initiate Phase 2 clinical trials of MZE782 in both PKU and CKD, continue progress on research and discovery programs, further the development of its Compass platform, and for working capital and other general corporate purposes. MZE782 Phase 1 Trial Results On September 11, 2025, we announced positive clinical results from the Phase 1 healthy volunteer study of MZE782. The Phase 1 trial of MZE782 was a randomized, double-blind, placebo-controlled study evaluating single ascending doses and multiple ascending doses of orally administered MZE782 in 112 healthy adult volunteers. The single ascending doses ( SAD ) ranged from 30 mg to 960 mg and the multiple ascending doses ( MAD ), with dosing once or twice daily for seven days, ranged from 120 mg to 240 mg twice daily and 120 mg to 720 mg once daily. The primary objective was to evaluate the safety and tolerability of single and multiple ascending oral doses of MZE782 in healthy volunteers. Secondary and exploratory endpoints included pharmacokinetics, food effect, pharmacodynamic measures of target engagement, specifically urinary excretion of Phe and glutamine ( Gln ) as predictive biomarkers of SLC6A19 inhibition and disease control, and estimated glomerular filtration rate ( eGFR ). MZE782 was well tolerated across all doses in all cohorts. There were no serious adverse events, no severe adverse events and no TRAEs leading to discontinuation. In the single ascending dose portion of the study (n=56), there were a total of three TRAEs reported that were all mild in severity and not seen at the higher doses. Headache was reported in two patients (4%) and diarrhea was reported in one patient (2%). There were no TRAEs reported in the MAD portion of the study. No clinically relevant changes in vital signs, laboratory tests or electrocardiograms were observed. Table of Contents MZE782 demonstrated a favorable plasma PK profile after single and multiple oral doses. Oral administration was associated with consistent absorption, with a time to maximum concentration (tmax) of six hours and a half-life (t1/2) of 11 hours. Exposure increased proportionally with dose, and steady-state was achieved by Day 3. This is supportive of a once- or twice-daily dosing regimen to be evaluated in Phase 2. MZE782 produced dose-dependent increases in 24-hour urinary excretion of the neutral amino acids Phe and Gln across both single ascending dose and multiple ascending dose cohorts, confirming target engagement and SLC6A19 inhibition. All participants in the multiple ascending dose cohorts of the Phase 1 study were assessed for changes in eGFR. MZE782 demonstrated a dose-dependent initial eGFR dip over seven days of dosing that was similar in magnitude to what has been observed in patients initiating SGLT2 and RAAS inhibitors. We plan to initiate two Phase 2 proof-of-concept trials of MZE782, evaluating plasma Phe reduction in PKU and proteinuria reduction in CKD in 2026.

parsed_sections/prospectus_summary/2025/MPJS_mpjs_prospectus_summary.txt

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+Prospectus Summary - Transfer of cash to and from our
+subsidiaries" on page 6.
+
+ 
+
+The
+foreign currency regulations of Mainland China do not currently have any material impact on the transfer of cash or assets between our
+Company and our subsidiaries. However, the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies
+and, in certain cases, the remittance of currency out of PRC, hence, there is a possibility that certain PRC laws and regulations, including
+existing laws and regulations and those enacted or promulgated in the future were to become applicable to the Operating Subsidiaries
+in the future and the PRC government may prevent our cash maintained in Hong Kong from leaving or restrict the deployment of the cash
+into our business or for the payment of dividends in the future. Any such controls or restrictions, if imposed in the future and to the
+extent cash is generated in the Operating Subsidiaries and to the extent assets (other than cash) in our business are located in Hong
+Kong or held by a Hong Kong entity and may need to be used to fund operations outside of Hong Kong, may adversely affect our ability
+to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Furthermore, there can be
+no assurance that the PRC government will not intervene or impose restrictions on our ability to transfer or distribute cash or assets
+within our organization, which could result in an inability or prohibition on making transfers or distributions to entities outside of
+Hong Kong and adversely affect our business.
+
+ 
+
+ 36
+
+ 
+
+ 
+
+ 
+
+A
+downturn in the economic, political or social conditions in Hong Kong, Mainland China and other countries or changes to government policies
+of Hong Kong and Mainland China could materially and adversely affect our business and financial condition.
+
+ 
+
+Our
+operations are solely located in Hong Kong. Accordingly, our business, prospects, financial condition and results of operations may be
+influenced to a significant extent by political, economic and social conditions in Hong Kong and Mainland China, generally and by continued
+economic growth in Hong Kong and Mainland China as a whole.
+
+ 
+
+Mainland
+China s economy differs from the economies of most developed countries in many respects, including the amount of government involvement,
+level of development, growth rate, control of foreign exchange and allocation of resources. While Mainland China s economy has
+experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy.
+The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these
+measures may benefit the overall PRC economy but may have a negative effect on us.
+
+ 
+
+Economic
+conditions in Hong Kong and Mainland China are sensitive to global economic conditions. Any prolonged slowdown in the global or PRC economy
+may affect potential customers confidence in financial market as a whole and have a negative impact on our business, results of
+operations and financial condition. Additionally, continued turbulence in the international markets may adversely affect our ability
+to access the capital markets to meet liquidity needs.
+
+ 
+
+Furthermore,
+on July 14, 2020, the former and current President of the U.S. Mr. Donald Trump, signed the Hong Kong Autonomy Act and an executive order
+to revoke the preferential trade status of Hong Kong, pursuant to section 202 of the United States-Hong Kong Policy Act of 1992. The
+U.S. government has determined that Hong Kong is no longer sufficiently autonomous to justify differential treatment in relation to the
+PRC, as a response to the National People s Congress of China imposing the Hong Kong National Security Law on Hong Kong, which
+came into effect on June 30, 2020. Hong Kong will now be treated as Mainland China, in terms of visa application, academic exchange,
+tariffs and trading, etc. According to section 3(c) of the executive order issued on July 14, 2020, the license exception for exports
+and reexports to Hong Kong and transfer within the PRC is revoked, while exports of defense items are banned. On the other hand, the
+existing punitive tariffs the U.S. imposed on Mainland China will also be applied to Hong Kong exports.
+
+ 
+
+Any
+sudden downturn in the global economic and political environments, which are beyond our control, may adversely affect the jewelry retail
+market in general. Severe fluctuations in market and economic sentiments may also lead to a prolonged period of sluggish market activities,
+which would lead to a reduction in demand of luxury goods that we offer, which in turn will have an adverse impact on our business and
+operating performance.
+
+ 
+
+Risks
+related to our Ordinary Shares and this Offering
+
+ 
+
+There
+has been no public market for our Ordinary Shares prior to this Offering, and if an active trading market does not develop you may not
+be able to resell our Ordinary Shares at or above the price you paid, or at all.
+
+ 
+
+Prior
+to this initial public Offering, there has been no public market for our Ordinary Shares. We have applied for our Ordinary Shares to
+be listed on the Nasdaq Capital Market. There is no guarantee that our application will be approved by the Nasdaq Capital Market. If
+an active trading market for our Ordinary Shares does not develop after this Offering, the market price and liquidity of our Ordinary
+Shares will be materially adversely affected. You may not be able to sell any Ordinary Shares that you purchase in the Offering at or
+above the public offering price. Accordingly, investors should be prepared to face a complete loss of their investment.
+
+ 
+
+ 37
+
+ 
+
+ 
+
+ 
+
+Our
+Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the
+PCAOB is unable to inspect our auditors. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially
+and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign
+Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA to require the SEC to prohibit an issuer s
+securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years.
+
+ 
+
+U.S.
+public companies that have substantially all of their operations in the PRC (including in Hong Kong) have been the subject of intense
+scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of this
+negative attention has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial
+accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.
+
+ 
+
+On
+December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their
+oversight of financial statement audits of U.S.-listed companies with significant operations in PRC.
+
+ 
+
+On
+April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint
+statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including
+PRC, reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit
+work papers in PRC and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice
+and other U.S. regulatory actions, including in instances of fraud, in emerging markets generally.
+
+ 
+
+On
+May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating
+in "Restrictive Market", (ii) adopt a new requirement relating to the qualification of management or board of director for
+Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications
+of the company s auditors.
+
+ 
+
+On
+May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned
+or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not
+subject to PCAOB inspection. If the PCAOB is unable to inspect the company s auditors for three consecutive years, the issuer s
+securities are prohibited to trade on a national securities exchange or in the over-the-counter trading market in the U.S. On December
+2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding
+Foreign Companies Accountable Act was signed into law.
+
+ 
+
+On
+March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure
+requirements of the Act. The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report
+on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction
+and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that
+jurisdiction. The SEC will implement a process for identifying such a registrant and any such identified registrant will be required
+to submit documentation to the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction
+and will also require disclosure in the registrant s annual report regarding the audit arrangements of, and governmental influence
+on, such a registrant.
+
+ 
+
+On
+June 22, 2021, the U.S. Senate passed a bill which was passed by the U.S. House of Representatives and signed into law on December 29,
+2022, which reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three
+years to two.
+
+ 
+
+On
+September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining,
+as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms
+located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
+
+ 
+
+On
+December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. On
+January 10, 2022, the final rules adopted by the SEC relating to the HFCAA became effective. The rules apply to registrants that the
+SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in
+a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign
+jurisdictions.
+
+ 
+
+On
+December 16, 2021, SEC announced that the PCAOB designated the PRC and Hong Kong as the jurisdictions where the PCAOB is not allowed
+to conduct full and complete audit inspections as mandated under the HFCAA.
+
+ 
+
+On
+February 4, 2022, the U.S. House of Representatives passed the America Creating Opportunities for Manufacturing Pre-Eminence in Technology
+and Economic Strength (COMPETES) Act of 2022 (the "America COMPETES Act"). If the America COMPETES Act is enacted into law,
+it would amend the HFCAA and require the SEC to prohibit an issuer s securities from trading on any U.S. stock exchanges if its
+auditor is not subject to PCAOB inspections for two consecutive years instead of three.
+
+ 
+
+ 38
+
+ 
+
+ 
+
+ 
+
+Our
+auditor, ARK Pro CPA & Co, the independent registered public accounting firm that issues the audit report included elsewhere in this
+prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is headquartered
+in Hong Kong and subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance
+with the applicable professional standards. Our auditor is currently subject to PCAOB inspections and the PCAOB is able to inspect our
+auditor. However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditors, then
+such lack of inspection could cause trading in our Company s securities to be prohibited under the HFCAA, and ultimately result
+in a determination by a securities exchange to delist our Company s securities.
+
+ 
+
+On
+August 26, 2022, the China Securities Regulatory Commission, or CSRC, the Ministry of Finance of the PRC, and PCAOB signed a Statement
+of Protocol, or the Protocol, governing inspections and investigations of audit firms based in PRC and Hong Kong. Pursuant to the Protocol,
+the PCAOB has independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer
+information to the SEC. However, uncertainties still exist whether this new framework will be fully complied with.
+
+ 
+
+The
+SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on
+August 6, 2020, the President s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors
+from Significant Risks from PRC Companies to the then President of the United States. This report recommended the SEC implement five
+recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory
+mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCAA. However, some of the recommendations
+were more stringent than the HFCAA. For example, if a company s auditor was not subject to PCAOB inspection, the report recommended
+that the transition period before a company would be delisted would end on January 1, 2022.
+
+ 
+
+On
+December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered
+public accounting firms headquartered in Mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.
+However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB s access in the future, the PCAOB Board will
+consider the need to issue a new determination. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is
+unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from
+Nasdaq.
+
+ 
+
+The
+recent developments would add uncertainties to our Offering and we cannot assure you whether Nasdaq or regulatory authorities would apply
+additional and more stringent criteria to us after considering the effectiveness of our auditor s audit procedures and quality
+control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to
+the audit of our financial statements. It remains unclear what the SEC s implementation process related to the above rules will
+entail or what further actions the SEC, the PCAOB or Nasdaq will take to address these issues and what impact those actions will have
+on U.S. companies that have significant operations in Hong Kong and have securities listed on a U.S. stock exchange (including a national
+securities exchange or over-the-counter stock market).
+
+ 
+
+In
+addition, the above amendments and any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory
+access to audit information could create some uncertainties to investors, the market price of our ordinary share could be adversely affected,
+and our Ordinary Shares could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required
+to engage a new audit firm, which would require significant expense and management time.
+
+ 
+
+As
+a result of such scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply
+decreased in value and, in some cases, have become virtually worthless. Many of these companies are now subject to shareholder lawsuits
+and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect
+this sector-wide scrutiny, criticism and negative publicity will have on us, our Offering, business and our share price. If we become
+the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant
+resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and distract our
+management from developing our growth. If such allegations are not proven to be groundless, we and our operating subsidiaries 
+business operations will be severely affected and you could sustain a significant decline in the value of our Ordinary Shares.
+
+ 
+
+ 39
+
+ 
+
+ 
+
+ 
+
+We
+are an "emerging growth company" and any decision to comply with certain reduced disclosure requirements applicable to emerging
+growth companies could make our securities less attractive to investors.
+
+ 
+
+We
+are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act").
+As an emerging growth company, we are not required to comply with, among other things, the auditor attestation requirements of the Sarbanes-Oxley
+Act. Further, the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
+until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
+can elect to opt-out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
+any such an election to opt-out is irrevocable. We have elected not to opt-out of such extended transition period, which means that when
+a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,
+may not adopt the new or revised standard until the time private companies are required to adopt the new or revised standard. This may
+make comparison of our financial statements with other public companies difficult or impossible because of the potential differences
+in accountant standards used. Investors may find our securities less attractive because we rely on these provisions. If investors find
+our securities less attractive as a result, there may be a less active trading market for our securities and prices of the securities
+may be more volatile.
+
+ 
+
+If
+we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial
+results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm
+our business and the trading price of our securities.
+
+ 
+
+Effective
+internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure
+controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered
+in their implementation, could cause us to fail to meet our reporting obligations. Any testing by us conducted in connection with Section
+404 of the Sarbanes-Oxley Act, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies
+in our internal controls over financial reporting that may require prospective or retroactive changes in our financial statements or
+identify other areas for further attention or improvement. In addition, for as long as we are an "emerging growth company,"
+our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial
+reporting pursuant to Section 404 of the Sarbanes-Oxley Act. An independent assessment of the effectiveness of our internal controls
+could detect problems that our management s assessment might not. Undetected material weaknesses in our internal controls could
+lead to restatements of our financial statements and require us to incur the expense of remediation. Inferior internal controls could
+also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price
+of our securities.
+
+ 
+
+The
+PCAOB inspection of our independent accounting firm could lead to findings in our auditors reports and challenge the accuracy
+of our published audited consolidated financial statements.
+
+ 
+
+Auditors
+of U.S. public companies are required by law to undergo periodic PCAOB inspections that assess their compliance with U.S. law and professional
+standards in connection with performance of audits of financial statements filed with the SEC. These PCAOB inspections could result in
+findings in our auditors quality control procedures, question the validity of the auditor s reports on our published consolidated
+financial statements and cast doubt upon the accuracy of our published audited financial statements.
+
+ 
+
+As
+an "emerging growth company" under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure
+may make our Ordinary Shares less attractive to investors but nevertheless, we will incur increased costs as a result of being a public
+company, particularly after we cease to qualify as an "emerging growth company". 
+
+ 
+
+Prior
+to the completion of the offering, MPJS as a privately held company was not required to comply with certain corporate governance and
+financial reporting practices and policies required by a publicly traded company. Upon completion of this Offering, we will become a
+public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley
+Act of 2002 and the rules subsequently implemented by the SEC and the Nasdaq Capital Market detailed requirements concerning corporate
+governance practices of public companies.
+
+ 
+
+ 40
+
+ 
+
+ 
+
+ 
+
+For
+so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements
+that are applicable to other public companies that are not emerging growth companies. These exemptions include:
+
+ 
+
+ being
+ permitted to provide only two years of audited financial statements, in addition to any required
+ unaudited interim financial statements, with correspondingly reduced "Management s
+ Discussion and Analysis of Financial Condition and Results of Operations" disclosure;
+
+ 
+
+ not
+ being required to comply with the auditor attestation requirements in the assessment of our
+ internal control over financial reporting of Section 404(b) of the Sarbanes-Oxley Act;
+
+ 
+
+ not
+ being required to comply with any requirement that may be adopted by the Public Company Accounting
+ Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor s
+ report providing additional information about the audit and the financial statements;
+
+ 
+
+ reduced
+ disclosure obligations regarding executive compensation; and
+
+ 
+
+ exemptions
+ from the requirements of holding a nonbinding advisory vote on executive compensation and
+ shareholder approval of any golden parachute payments not previously approved.
+
+ 
+
+We
+have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we have only provided two years
+of audited financial statements and have not included all the executive compensation related information that would be required if we
+were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended
+transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption
+of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of
+the extended transition period for complying with new or revised accounting standards.
+
+ 
+
+We
+cannot predict whether investors will find our Ordinary Shares less attractive if we rely on these exemptions. If some investors find
+our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price
+may be more volatile.
+
+ 
+
+We
+will remain an emerging growth company until the earliest of (i) the date on which we are deemed to be a "large accelerated filer"
+under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Ordinary Shares
+that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter;
+(ii) the end of the financial year during which we have total annual gross revenues of US$1.235 billion or more; (iii) the date on which
+we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the last day of our
+financial year following the fifth anniversary of the completion of this Offering.
+
+ 
+
+After
+we are no longer an "emerging growth company," we expect to incur significant expenses and devote substantial management
+effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other time and attention
+to our public company reporting obligations and other compliance matters. For example, as a result of becoming a public company, we will
+need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.
+Although we do not currently maintain a directors and officers insurance policy pursuant to which our directors and executive
+officers are insured against liability for actions taken in their capacities as directors and officers, we intend to purchase such insurance
+policy prior to the commencement of this Offering. However, we also expect that operating as a public company will make it more difficult
+and more expensive for us to obtain directors and officers insurance, and we may be required to accept reduced policy limits
+and coverage or incur substantially higher costs to obtain the same or similar coverage. If we are unable to maintain adequate directors 
+and officers insurance, our ability to recruit and retain qualified persons to serve on our board of directors or as executive
+officers will be significantly curtailed. In addition, we will incur additional costs associated with our public company reporting requirements.
+We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate
+with any degree of certainty the amount of additional costs we may incur or the timing of such costs.
+
+ 
+
+Following
+this Offering, our Controlling Shareholder will continue to own more than a majority of the voting power of our outstanding Ordinary
+Shares. As a result, our Controlling Shareholder has the ability to control the outcome of matters submitted to the shareholders for
+approval. Additionally, we may be deemed to be a "controlled company" under Nasdaq rules and may follow certain exemptions
+from certain corporate governance requirements that could adversely affect our public shareholders.
+
+ 
+
+Upon completion of this
+Offering and the Resale Offering, our Controlling Shareholder, through MPJS Investment, will beneficially own approximately 51.30% (assuming
+no exercise of the over-allotment option) of the aggregate
+voting power of our outstanding Ordinary Shares. As a result, our Controlling Shareholder will have the ability to control the outcome
+of matters submitted to the shareholders for approval, including the election of directors and any merger, consolidation, or sale of
+all or substantially all of our assets.
+
+ 
+
+ 41
+
+ 
+
+ 
+
+ 
+
+Under
+the Nasdaq Listing Rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is
+a "controlled company" and is permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply
+with certain corporate governance requirements, including:
+
+ 
+
+ the
+ requirement that our director nominees must be selected or recommended solely by independent
+ directors; and
+
+ 
+
+ the
+ requirement that we have a corporate governance and nominating committee that is composed
+ entirely of independent directors with a written charter addressing the committee s
+ purpose and responsibilities.
+
+ 
+
+Although
+we do not intend to rely on the "controlled company" exemptions under the Nasdaq Listing Rules even if we are deemed to be
+a "controlled company," we could elect to rely on these exemptions in the future. If we were to elect to rely on the "controlled
+company" exemptions, a majority of the members of our board of directors might not be independent directors and our nominating
+and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on
+the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer
+a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate
+governance requirements of Nasdaq.
+
+ 
+
+You
+may have more difficulty in protecting your interests than you would as a shareholder of a U.S. corporation.
+
+ 
+
+Our
+corporate affairs will be governed by the provisions of our Memorandum and Articles of Association, as amended and restated from time
+to time, and by the provisions of applicable BVI law. The rights of shareholders and the fiduciary responsibilities of our directors
+and executive officers under BVI law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions
+in the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law.
+
+ 
+
+These
+rights and responsibilities are to a large extent governed by the BVI Companies Act and the common law of the BVI. The common law of
+the BVI is derived in part from judicial precedent in the BVI as well as from English common law, which has persuasive, but not binding,
+authority on a court in the BVI. In addition, BVI law does not make a distinction between public and private companies and some of the
+protections and safeguards (such as statutory pre-emption rights, save to the extent expressly provided for in the Memorandum and Articles
+of Association) that investors may expect to find in relation to a public company are not provided for under BVI law.
+
+ 
+
+The
+laws of BVI provide limited protections for minority shareholders, so minority shareholders will not have the same options as to recourse
+in comparison to the U.S. if the shareholders are dissatisfied with the conduct of our affairs.
+
+ 
+
+Under
+the laws of the BVI, there is limited statutory protection of minority shareholders other than the provisions of the BVI Companies Act
+dealing with shareholder remedies. The principal protections under BVI statutory law are derivative actions, actions brought by one or
+more shareholders for relief from unfair prejudice, oppression and unfair discrimination and/or to enforce the BVI Companies Act or the
+memorandum and articles of association of a BVI company. Shareholders are entitled to have the affairs of the BVI company conducted in
+accordance with the BVI Companies Act and its memorandum and articles of association, and are entitled to payment of the fair value of
+their respective shares upon dissenting from certain enumerated corporate transactions.
+
+ 
+
+There
+are common law rights for the protection of shareholders that may be invoked, largely dependent on English company law, since the common
+law of the BVI is limited. Under the general rule pursuant to English company law known as the rule in Foss v. Harbottle, a court will
+generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction
+with the conduct of the company s affairs by the majority or the board of directors. However, every shareholder is entitled to
+seek to have the affairs of the company conducted properly according to law and the constitutional documents of the company. As such,
+if those who control the company have persistently disregarded the requirements of company law or the provisions of the company s
+memorandum and articles of association, then the courts may grant relief.
+
+ 
+
+These
+rights may be more limited than the rights afforded to minority shareholders under the laws of states in the United States.
+
+ 
+
+A
+member of a company is entitled, on giving written notice to the company, to inspect:
+
+ 
+
+ 
+ a)
+ the
+ memorandum and articles;
+
+ 
+
+ 
+ b)
+ the
+ register of members;
+
+ 
+
+ 
+ c)
+ the
+ register of directors; and
+
+ 
+
+ 
+ d)
+ the
+ minutes of meetings and resolutions of members and of those classes of members of which he is a member; and to make copies of or take
+ extracts from the documents and records referred to in (a) to (d) above.
+
+ 
+
+ 42
+
+ 
+
+ 
+
+ 
+
+Subject
+to the memorandum and articles of association, the directors may, if they are satisfied that it would be contrary to the company s
+interests to allow a member to inspect any document, or part of a document, specified in (b), (c) or (d) above, refuse to permit the
+member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts
+from the records. Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document
+subject to limitations, that member may apply to the BVI Court for an order that he should be permitted to inspect the document or to
+inspect the document without limitation.
+
+ 
+
+This
+may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit
+proxies from other shareholders in connection with a proxy contest.
+
+ 
+
+As
+a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken
+by our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company
+incorporated in the United States.
+
+ 
+
+As
+a company incorporated in the BVI, we are permitted to adopt certain BVI s practices in relation to corporate governance matters
+that may differ significantly from the Nasdaq Capital Market listing standards; these practices may afford less protection to shareholders
+than they would enjoy if we complied fully with the Nasdaq Capital Market listing standards.
+
+ 
+
+As
+a BVI business company to be listed on the Nasdaq Capital Market, we are subject to the Nasdaq Capital Market listing standards. However,
+the Nasdaq Capital Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country.
+Certain corporate governance practices in the BVI, which is our home country, may differ significantly from the Nasdaq Capital Market
+listing standards. Currently, we do not plan to rely on home country practices with respect to our corporate governance after we complete
+this Offering. However, if we choose to follow home country practices in the future, our shareholders may be afforded less protection
+than they would otherwise enjoy under the Nasdaq Capital Market listing standards applicable to U.S. domestic issuers.
+
+ 
+
+Nasdaq
+may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering
+and our insiders will hold a large portion of our listed securities.
+
+ 
+
+Nasdaq
+Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and
+Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing
+of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs
+that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though
+the securities may meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion
+to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including, but not limited
+to: (i) where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect,
+or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company s
+audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company s
+listed securities, and Nasdaq had concerns that the offering size was insufficient to establish the company s initial valuation,
+and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate
+sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors
+or management. Our initial public offering will be relatively small. The insiders of our Company will still hold a large portion of our
+Company s listed securities following the consummation of the Offering. Therefore, we may be subject to the additional and more
+stringent criteria of Nasdaq for our initial and continued listing, which might cause delay or even denial of our listing application.
+
+ 
+
+ 43
+
+ 
+
+ 
+
+ 
+
+The
+initial public offering price for our Ordinary Shares may not be indicative of prices that will prevail in the trading market and such
+market prices may be volatile.
+
+ 
+
+The
+initial public offering price for our Ordinary Shares will be determined by negotiation between us and the underwriters and may vary
+from the market price of our Ordinary Shares following our initial public offering, which does not bear any relationship to our earnings,
+book value or any other indicia of value. We cannot assure you that the price at which the Ordinary Shares are traded after this Offering
+will not decline below the initial public offering price. The financial markets in the United States and other countries have experienced
+significant price and volume fluctuations in the last few years. Volatility in the price of our Ordinary Shares may be caused by factors
+outside of our control and may be unrelated or disproportionate to changes in our results of operations. We cannot assure you that the
+initial public offering price of our Ordinary Shares, or the market price following our initial public offering, will equal or exceed
+prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering.
+As a result, investors in our Ordinary Shares may experience a significant decrease in the value of their Ordinary Shares due to insufficient
+or a lack of market liquidity of our Ordinary Shares.
+
+ 
+
+You
+will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased.
+
+ 
+
+The
+initial public offering price of our Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of
+our Ordinary Shares. Consequently, when you purchase Ordinary Shares offered by us upon completion of the Offering, you will incur immediate
+dilution of US$3.72 per share, assuming an initial public offering price of US$4.00 per share, which is the lowest point of the price
+range as set forth on the cover page of this prospectus. See "Dilution" on page 61. In addition, you may experience further
+dilution to the extent that additional Ordinary Shares are issued upon exercise of outstanding options we may grant from time to time.
+
+ 
+
+Substantial
+future sales of our Ordinary Shares or the anticipation of future sales of our Ordinary Shares in the public market could cause the price
+of our Ordinary Shares to decline.
+
+ 
+
+Sales of our Public
+Offering Shares in the public market after the completion of this Offering and from the sale of Resale Shares held by the
+Selling Shareholder, or the perception that these sales could occur, could cause the market price of our Ordinary Shares to decline. An
+aggregate of 28,500,000 Ordinary Shares will be outstanding immediately before the consummation of this Offering and 30,000,000
+Ordinary Shares will be outstanding immediately after the consummation of this Offering if the underwriter does not exercise the
+over-allotment option. Sales of these shares into the market could cause the market price of our ordinary Shares to decline.
+
+ 
+
+All Public Offering
+Shares (being the 1,500,000 Ordinary Shares, representing approximately 5.0% of the outstanding Ordinary Shares of the Company
+after the consummation of this Offering assuming the over-allotment option is not exercised) sold in this offering, or Resale Shares
+(up to 1,300,000 Ordinary Shares, representing up to approximately 4.3% of the outstanding Ordinary Shares of the Company after the
+consummation of this Offering assuming the over-allotment option is not exercised) sold by the Selling Shareholder, will be
+freely transferable without restriction or additional registration under the Securities Act. Upon the expiration of the 6-month
+lock-up period from the date of the underwriting agreement, the remaining issued and outstanding Ordinary Shares will be available
+for sale, subject to volume and other restrictions provided in Rules 144 and 701, as applicable, under the Securities Act. For
+example, under Rule 144, before our pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must
+meet the required holding period.
+
+ 
+
+Except with respect to
+the Ordinary Shares registered with the Resale Prospectus on this registration statement and to be sold in the Resale Offering,
+immediately prior to the consummation of this Offering, the Selling Shareholder has agreed with the underwriters, subject to certain
+exceptions, not to sell, transfer or otherwise dispose of any Ordinary Shares or similar securities for a period of six months from
+the date of the underwriting agreement, without the prior written consent of the representative. Because the Resale Shares are not
+subject to lock-up restrictions, the Selling Shareholder may freely sell these shares through the Resale Prospectus in the open
+market after the completion of this offering, subject to the requirements provided in Rule 144 and Rule 701 of the Securities Act,
+as applicable. As of the date of this prospectus, the Selling Shareholder owns 20,862,000 Ordinary Shares, of which 732 Ordinary
+Shares were allotted and issued to it at par value of US$1 each on September 20, 2023 for a total consideration of US$732 and
+20,861,268 Ordinary Shares were allotted and issued to it at par value of US$0.00001 each on March 17, 2025 for a
+total consideration of US$208.61268. Given that the average cost per share at which the Selling Shareholder acquired its
+shares is significantly lower than the public offering price of this Offering, the Selling Shareholder may be willing to accept
+a lower sales price than the price investors pay in this Offering, which could substantially lower the market price of our Ordinary
+Shares. Additionally, other pre-IPO shareholders may be able to sell their Ordinary Shares under Rule 144 (after meeting the
+required holding period and other requirements) and with the consent of the underwriters after the completion of this Offering.
+Because these shareholders have paid a lower price per Ordinary Share than participants in this Offering, when they are able to sell
+their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the price of Public Offering
+Shares. Also see "Our pre-initial public offering investors, namely GPD Investment Company Limited, Mr. Tse Kin Man, Ms.
+Sze Kam Ting and Ms. Yung Lai Ying (each a "Pre-IPO Investor", together "Pre-IPO Investors"), will be able
+to sell their shares upon completion of this Offering subject to restrictions under Rule 144 under the Securities Act and the
+lock-up agreements." for details.
+
+ 
+
+In addition, any Ordinary
+Shares subject to the 6-month lock-up period may be released prior to the expiration of the lock-up period at the discretion of the underwriters.
+To the extent Ordinary Shares are released before the expiration of the lock-up period and sold on the market, the market price of our
+Ordinary Shares may decline. See "Underwriting" and "Shares Eligible for Future Sale" for a more detailed description.
+See also "Underwriters may release or relax the lock-up restrictions imposed on our director, officers and shareholders holding
+more than 5% of the issued and outstanding Ordinary Shares whereby availability for sale of substantial amounts of our Ordinary Shares
+in the public market will increase which could adversely affect the market price of our Ordinary Share."
+
+ 
+
+Prior to this offering,
+there has been no public market for our Ordinary Shares. Substantial sales of our Ordinary Shares may be facilitated by this registration
+statement as it will establish a public market for our securities. The foregoing factors could impact the trading price of the Ordinary
+Shares following the completion of the offering, to the detriment of participants in this offering. We cannot predict what effect, if
+any, market sales of securities held by the Selling Shareholder or any other shareholder or the availability of these securities for
+future sale will have on the market price of our Ordinary Shares.
+
+ 
+
+If
+securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding
+our Ordinary Shares, the price of our Ordinary Shares and trading volume could decline.
+
+ 
+
+The
+trading market for our Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about
+us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrades us, the price
+of our Ordinary Shares would likely decline. If one or more of these analysts ceases coverage of our Company or fails to regularly publish
+reports on us, we could lose visibility in the financial markets, which could cause the price of our Ordinary Shares and the trading
+volume to decline.
+
+ 
+
+Our
+Controlling Shareholder has substantial influence over our business, and our interests may not be aligned with the interests of our other
+shareholders.
+
+ 
+
+Our
+Controlling Shareholder, who currently holds more than 50% of our voting power total issued and outstanding share capital, has substantial
+influence over our business decisions. Upon the completion of this Offering, our Controlling Shareholder will continue to own over 50%
+of the voting power of our outstanding Ordinary Shares. See "Following this Offering, our Controlling Shareholder will continue
+to own more than a majority of the voting power of our outstanding Ordinary Shares. As a result, our Controlling Shareholder has the
+ability to control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed to be a "controlled
+company" under Nasdaq rules and may follow certain exemptions from certain corporate governance requirements that could adversely
+affect our public shareholders" on page 41 for details.
+
+ 
+
+The
+Controlling Shareholder may have the authority to take actions that are not in the best interests of our other shareholders, even if
+opposed by them. These actions may include crucial decisions regarding mergers, consolidations, the sale of assets, director elections,
+dividend declarations, and other significant corporate actions that can impact our Company s future. In addition, this concentration
+of ownership may discourage, delay or prevent a change in control which could deprive you of an opportunity to receive a premium for
+your securities as part of a sale of our Company.
+
+ 
+
+ 44
+
+ 
+
+ 
+
+ 
+
+The
+market price for our Ordinary Shares may be volatile, which could result in substantial losses to you.
+
+ 
+
+The
+market price of our Ordinary Shares is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen
+due to broad market and industry factors, such as performance and fluctuation in the market prices or under-performance or deteriorating
+financial results of other listed companies based in Hong Kong and Mainland China. The securities of some of these companies have experienced
+significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading price
+of their securities. The trading performances of other Hong Kong and PRC companies securities after their offerings may affect
+the attitudes of investors towards Hong Kong-based, U.S.-listed companies, which consequently may affect the trading performance of our
+Ordinary Shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate
+governance practices or fraudulent accounting, corporate structure or matters of other Hong Kong and PRC companies may also negatively
+affect the attitudes of investors towards Hong Kong and PRC companies in general, including us, regardless of whether we have conducted
+any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations
+that are not related to our operating performance, which may have a material and adverse effect on the trading price of our Ordinary
+Shares. The market price for our Ordinary Shares may be volatile and subject to wide fluctuations due to factors, such as:
+
+ 
+
+ the
+ financial projections we may provide to the public, any changes in these projections or our
+ failure to meet these projections;
+
+ 
+
+ actual
+ or anticipated fluctuations in our operating results;
+
+ 
+
+ changes
+ in financial estimates by securities research analysts;
+
+ 
+
+ negative
+ publicity, studies or reports;
+
+ 
+
+ our
+ capability to catch up with the technology innovations in the industry, and maintain such
+ technological innovations, once attained;
+
+ 
+
+ announcements
+ by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital
+ commitments;
+
+ 
+
+ additions
+ or departures of key personnel;
+
+ 
+
+ fluctuations
+ of exchange rates between Hong Kong dollar and the U.S. dollar;
+
+ 
+
+ litigation
+ or regulatory proceedings involving us, our directors, officers or Controlling Shareholders;
+
+ 
+
+ realization
+ of any of the other

parsed_sections/prospectus_summary/2025/OKLO_oklo-inc_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information included in this prospectus and does not contain all of the information that may be important to you in making your investment decision. You should read this entire prospectus carefully, especially the Risk Factors section and our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our securities. Overview of the Company We were founded in 2013 with the goal of revolutionizing the energy landscape by developing clean, reliable, affordable energy solutions at scale. According to the International Energy Agency, global electricity production is expected to increase over 80% by 2050 driven by electrification of buildings, transportation and industry, increased use of air conditioning in the developing world and increased consumption from data centers. We intend to address this demand by producing electricity and heat from our Aurora powerhouses, which can run on fresh or recycled nuclear fuel. We are also commercializing nuclear fuel recycling technology that can convert nuclear waste into useable fuel for our reactors. We are developing next-generation fast fission power plants called powerhouses. In our differentiated build, own, and operate business model, we plan to sell power in the forms of electricity and heat directly to customers, which we believe can allow for fast-tracked customer adoption. In addition, we are a leader in the nuclear industry in the development of fuel recycling, which can unlock the energy content of used fuel; we also believe this business unit can complement our market position by vertically integrating and securing our fuel supply chain. The fast fission reactor technology we are commercializing was demonstrated by the Experimental Breeder Reactor-II ( EBR-II ), a fast fission plant that was operated by the U.S. government for 30 years. Our powerhouse product line, called the Aurora, builds on this legacy of proven and demonstrated technology. Our Aurora powerhouse product line is designed to be inherently safe, to be able to run on fresh or recycled fuel, and to produce 15 75 megawatts electric ( MWe ) and has the potential to expand powerhouse size to produce 100 MWe and higher. Because the Aurora powerhouses are designed to operate by harnessing the power of high-energy, or fast, neutrons, they are expected to be able to tap into the vast energy reserves remaining in existing used nuclear fuel from conventional nuclear power plants, which can only use approximately 5% of energy content stored in nuclear fuel before needing to refuel. The U.S. nuclear power industry has produced approximately 20% of U.S. electricity since the 1990s and generated over 94,000 metric tons of nuclear waste since the 1950s, which can fit on a football field 10 yards high. Fission is an energy dense process, producing approximately 50 million times more energy than combustion. The energy reserves in existing U.S. nuclear waste that are made accessible through Oklo s fast fission reactor technology are equivalent to approximately 1.2 trillion barrels of oil equivalent (BOE), nearly five times the oil reserves of Saudi Arabia. We have achieved several significant deployment and regulatory milestones for our first Aurora powerhouse. Notably, we secured a site use permit from the U.S. Department of Energy ( DOE ) for the Idaho National Laboratory ( INL ) site and received a fuel award from INL for a commercial Aurora powerhouse in Idaho. The DOE and INL have completed the environmental compliance process addressing the DOE requirements for site characterization at our first commercial advanced fission power plant site at the INL. This process, resulting in an Environmental Compliance Permit, marks a milestone as we advance our plans to deliver the first commercial advanced fission power plant in the United States. On September 25, 2024, we announced the finalization of a Memorandum of Agreement ( MOA ) with the DOE Idaho Operations Office. This MOA grants Oklo access to conduct site investigations at the identified preferred site in Idaho, marking a key step toward the next phase of site preparation and construction. We announced plans and entered into a land rights agreement for two additional Aurora powerhouses in southern Ohio. Furthermore, we have been tentatively selected to provide electricity and heat to Eielson Air Force Base. Our robust pipeline of potential customer engagements spans a number of industries. We have signed non-binding letters of intent with Equinix, Diamondback Energy, and Prometheus Hyperscale (formerly Wyoming Hyperscale). In December 2024, we signed a 12 gigawatts electric ( GWe ) Master Power Agreement with Switch data centers, one of the largest corporate power purchase agreements in history. We also executed two other letters of intent to provide an additional 750 MWe of energy for data center TABLE OF CONTENTS 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 and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated May 8, 2025 PRELIMINARY PROSPECTUS 1,095,179 SHARES OF COMMON STOCK This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the Selling Holders ), or their permitted transferees, of up to 1,095,179 shares of our Class A Common Stock, $0.0001 par value ( Common Stock ), of Oklo Inc. (formerly known as AltC Acquisition Corp.) (the Company ), issued to the Selling Holders in connection with the closing of the Atomic Alchemy Acquisition (as defined herein). We are registering the securities for resale pursuant to the Selling Holders registration rights under certain agreements between us and the Selling Holders, as applicable to each Selling Holder. Our registration of the securities covered by this prospectus does not mean that the Selling Holders will offer or sell any of the securities. The Selling Holders may offer, sell or distribute all or a portion of their shares of Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from any resale of the Common Stock being offered for resale in this prospectus (the Resale Securities ). We provide more information about how the Selling Holders may sell their securities in the section of this prospectus entitled Plan of Distribution. We have agreed to bear all of the expenses incurred in connection with the registration of these securities. The Selling Holders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred in the sale of securities by them. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Our Common Stock is listed on the New York Stock Exchange ( NYSE ) under the symbol OKLO. On May 7, 2025, the closing price of the Common Stock was $27.12 per share. We are an emerging growth company under applicable Securities and Exchange Commission rules and will be eligible for reduced public company reporting requirements. See Prospectus Summary Emerging Growth Company. Investing in our Common Stock involves risks. For a discussion of the material risks that you should consider, see Risk Factors beginning on page 8 of this prospectus. None of the Securities and Exchange Commission or any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus is , 2025 TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the Securities Act ), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act ). These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms may, will, could, should, expects, anticipates, intends, plans, believes, seeks, estimates, continue, might, possible, potential, predict, project, goal, would, commit or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus (including in information that is into this prospectus) and include statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. Such forward-looking statements are based on available current market material and management s expectations, beliefs and forecasts concerning future events impacting the Company. Factors that may impact such forward-looking statements include: risks related to the development and deployment of our powerhouses; changes in domestic and foreign business, market, financial, political and legal conditions; our pursuit of an emerging market, with no commercial project operating; risks related to acquisitions, divestitures, or joint ventures we may engage in; the fact that we have not entered into any definitive agreements with customers for the sale of power or recycling of nuclear fuel; our ability to enter into agreements with potential new customers to provide power may be limited by certain terms of the Confidential Letter of Intent to Purchase Power, dated as of February 16, 2024, by and between Legacy Oklo and Equinix (the February 2024 LOI ), including right of first refusal and most favored nations provisions; our potential need for financing to grow our business and/or to construct our powerhouses or other facilities; risks related to the uncertainty of the projected financial information with respect to us, including conversion of reservations, letters of intent, and memoranda of understanding, into binding orders; risks related to the timing of expected business milestones and commercial launch; risks related to future market adoption of our offerings; the effects of competition; changes in regulatory requirements, governmental incentives and fuel and energy prices; changes to applicable government policies, regulations, mandates and funding levels relating to our business with government entities; the impact to us and our potential customers from changes in interest rates or inflation and rising costs, including commodity and labor costs; our ability to rapidly innovate; our ability to maintain, protect and enhance our intellectual property; our ability to attract, retain and expand our future customer base; our ability to effectively manage our growth and recruit and retain key employees, including our chief executive officer and executive team; our ability to establish our brand and capture additional market share, and the risks associated with negative press or reputational harm; TABLE OF CONTENTS customers, which could bring our current total order book of Aurora powerhouses to approximately 14,100 MWe in capacity nearly a 2,000% increase since our business combination announcement in July 2023. The market interest in our solutions exemplifies the potential demand for the size range of the Aurora powerhouse product line and our differentiated business model. The deployment of our first Aurora powerhouse is targeted for completion in late 2027 or early 2028. In addition to deployment milestones, we have made significant progress in our nuclear fuel recycling efforts and in securing fuel. The DOE has reviewed and approved Oklo s Safety Design Strategy and the Conceptual Safety Design Report for Oklo s Aurora Fuel Fabrication Facility at INL, key milestones as Oklo advances toward its goal of utilizing recovered nuclear material to fuel its first commercial Aurora powerhouse. We successfully completed the first end-to-end demonstration of the key stages of our advanced fuel recycling process, in collaboration with Argonne and INL. This marks a significant step forward in scaling up fuel recycling capabilities and deploying a commercial-scale recycling facility. Our Business Model Our primary product will be the energy produced from our Aurora powerhouses once operational. Our planned business model is to sell the energy to customers via power purchase agreements ( PPAs ), as opposed to selling our powerhouse designs. This business model allows for recurring revenue, provides the opportunity to capture profitability upon improved operational efficiency, and enables novel project financing structures. This business model sets us apart from the traditional nuclear power industry that typically sells reactors to large scale utility customers and not power. Selling power via PPAs is a common practice within the renewable energy and utilities sectors and indicates that this business model could be feasible for power plants within the size range targeted by our Aurora product line (i.e., starting with 15 75 MWe, and ranging upward to anticipated sizes of 100 MWe and higher). The traditional nuclear power industry comprises developers of large (ranging from approximately 600 MWe to over 1 GWe) light water reactors that sell or license their reactor designs to large utilities that then construct and operate the nuclear power plant. The developer s focus on regulatory approval of the design may lock in certain lifecycle regulatory costs that are realized by the owner-operator during construction and operations. As a result, lifecycle cost implications are generally not addressed cohesively between the developer and the owner-operator, and the regulatory strategy does not holistically implement the lifecycle benefits of the technology s inherent safety characteristics. The advanced fission industry has largely followed the historical blueprint of developers seeking design certifications or approvals, and utilities bearing the future burden of licensing for construction and operations. While there are a number of advanced reactor designers developing smaller sized reactors than those traditionally used in the nuclear power industry, most of these developers are generally pursuing regulatory approval of groupings of these smaller reactors as part of singular larger plants, sizes of 200 MWe and up to 1 GWe. In contrast, we plan to be the designer, builder, owner, and operator of our powerhouses and plan to focus on small-scale powerhouses (15 75 MWe, and 100 MWe and higher). As a result, we have an incentive to relentlessly focus on the full lifecycle of a safe, well-maintained, cost-effective powerhouse and holistically implement the benefits of an inherently safe, simple design. We expect this approach to enable us to reduce and manage lifecycle regulatory and operating costs in an integrated fashion, as opposed to the historical model used in the nuclear power industry that divides the incentives and responsibilities between the developer and the utility. Selling electricity under PPAs follows an established revenue model in global power markets. While this model is more typically used for renewable energy solutions, we believe it is a compelling model for us because of the relatively small size and the lower expected capital costs of our powerhouses, when compared with other nuclear power plants. In addition, our model is designed to generate recurring revenue in a way that the traditional licensing model does not. We expect our powerhouses to be profitable from the first year of operation due to our anticipated favorable unit economics. We also believe this approach will drive unit growth and allow us to ultimately launch higher output versions of our powerhouses. As our technology matures, we intend to offer customers flexibility in business model and deployment solutions to meet their needs, providing Oklo with the largest target customer base possible. TABLE OF CONTENTS our ability to achieve a competitive levelized cost of electricity; our ability to manage expenses including operating and capital expenses; our projected commercialization costs and timeline; our ability to timely and effectively meet construction timelines and scale our production and manufacturing process; changes in the policies, priorities, regulations, mandates and funding levels of the governmental entities to which we are subject; the risk that certain illustrative unit economics are based on assumptions and expectations, including with respect to costs, revenue, and sources of revenue, and gross margins, that prove to be incorrect for any reason; our ability to issue equity or equity-linked securities in the future; the ability to raise sufficient capital to fund our business plan; risks related to accessing high-assay low-enriched uranium ( HALEU ) and recycled fuels; whether government funding HALEU for government or commercial uses will result in adequate supply on anticipated timelines to support our business; risks related to our supply chain; our and our commercial partners ability to obtain regulatory approvals necessary to deploy small modular reactors in the U.S. and abroad in a timely way, or at all; risks related to the negative public or political perception of us or the nuclear energy industry in general; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and other risks and uncertainties described in this prospectus, including those under the section titled Risk Factors. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on the Company. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. There can be no assurance that future developments affecting the Company will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described or incorporated by reference under the heading Risk Factors below. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company will not and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. TABLE OF CONTENTS In addition to selling power under PPAs, we believe we have an embedded opportunity to enhance our mission with our advanced nuclear fuel recycling technology. We are actively developing nuclear fuel recycling capabilities with the goal of deploying a commercial-scale fuel recycling facility in the United States by the early 2030s. Used nuclear fuel still contains more than 95% of its energy content, and we estimate there is enough energy in the form of used nuclear fuel in the U.S. to power the expected electrical needs in the United States for 100 years with fast fission power plants. According to the DOE, more than 94,000 metric tons of used nuclear fuel have been generated since 1950, and an additional 2,000 metric tons are generated every year. Currently, other countries recycle used nuclear fuel, but the United States does not, and there is an enormous opportunity to do so. Our reactors are specifically designed to run on either fresh or recycled nuclear fuel, and nuclear fuel recycling could provide future margin uplift for our power sales business, as well as the potential for new revenue streams. Business Combination On May 9, 2024, the Company consummated a business combination pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy Oklo, with Legacy Oklo surviving the merger as a wholly owned subsidiary of the Company (the Merger and, together with the other transactions contemplated by the Merger Agreement, the Business Combination ). Upon consummation of the Business Combination (the Closing ), AltC changed its name to Oklo Inc. Corporate Information Our Common Stock is listed on NYSE under the symbol OKLO. The mailing address of the Company s principal executive office is 3190 Coronado Dr., Santa Clara, CA 95054. Our telephone number is (650) 550-0127. Our website address is www.oklo.com. The information contained in, or accessible through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. Emerging Growth Company As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act ). An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies that are not emerging growth companies. These provisions include, but are not limited to: not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act ); not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved and having to disclose the ratio of the compensation of our chief executive officer to the median compensation of our employees. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the completion of the Company IPO. However, if (i) our annual gross revenue exceeds $1.235 billion, (ii) we issue more than $1.0 billion of non-convertible debt in any three-year period or (iii) we become a large accelerated filer (as defined in Rule 12b-2 under the Exchange Act) prior to the end of such five-year period, we will cease to be an emerging growth company. We will be deemed to be a large accelerated filer at such time that we (a) have an aggregate worldwide market value of common equity TABLE OF CONTENTS FREQUENTLY USED TERMS Unless the context otherwise requires, as used in this prospectus: 2016 Plan are to the 2016 Stock Incentive Plan of Oklo Inc. duly adopted by the Legacy Oklo Board on May 3, 2016; Atomic Alchemy are to Atomic Alchemy Inc., a Delaware corporation; Atomic Alchemy Acquisition are to the Atomic Alchemy Merger, together with the other transactions contemplated by the Atomic Alchemy Merger Agreement and the related agreements; Atomic Alchemy Merger are to the merger of Platypus Merger Sub with and into Atomic Alchemy, with Atomic Alchemy surviving such merger as a wholly owned subsidiary of the Company; Atomic Alchemy Merger Agreement are to that certain Agreement and Plan of Merger, dated as of February 28, 2025, by and among the Company, Platypus Merger Sub, and Atomic Alchemy, as the same has been or may be amended, modified, supplemented or waived from time to time; bylaws are to the Company s amended and restated bylaws; certificate of incorporation are to the Company s second amended and restated certificate of incorporation; Change in Control are to (i) a purchase, sale, exchange, business combination or other transaction (including a merger or consolidation of the Company with or into any other corporation or other entity) in which the equity securities of the Company, its successor, or the surviving entity of such business combination or other transaction are not registered under the Exchange Act or listed or quoted for trading on a national securities exchange, (ii) a sale, lease, exchange or other transfer (including a merger) in one transaction or a series of related transactions of assets representing 50% or more of the value of the Company s assets (including other subsidiaries of the Company) to a third party that is not an affiliate of the Sponsor (or a group of third parties that are not affiliates of the Sponsor) or (iii) the transfer to or acquisition by (whether by tender offer, merger, consolidation, division or other similar transaction), in one transaction or a series of related transactions, a person or entity or group of affiliated persons or entities (other than an underwriter pursuant to an offering), of the Company s voting securities if, after such transfer or acquisition, such person, entity or group of affiliated persons or entities would beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) more than 50% of the outstanding voting securities of the Company (it being understood for the purposes of this clause (iii), a bona fide equity financing shall not be considered a Change in Control); Closing are to the consummation of the Transactions; Closing Date are to the date on which the Transactions are consummated; Common Stock are to shares of Class A common stock, par value $0.0001 per share, of the Company; Company IPO are to the initial public offering by AltC, which closed on July 12, 2021; Conversion are to the conversion immediately prior to the Closing of (a) all shares of Legacy Oklo preferred stock into shares of Legacy Oklo common stock in accordance with the terms of Legacy Oklo s certificate of incorporation and (b) all Legacy Oklo SAFEs into shares of Legacy Oklo common stock in accordance with the terms thereof, in each case pursuant to the terms of the Merger Agreement; Court are to the Delaware Court of Chancery; DGCL are to the Delaware General Corporation Law, as amended; Earnout Period are to the time period commencing on the Closing Date and ending on the earlier of (i) the five-year anniversary of the Closing Date and (ii) a Change in Control; Earnout Shares are to up to an aggregate of 15,000,000 shares of Common Stock that were issued to Eligible Legacy Oklo Equityholders upon the occurrence of the Earnout Triggering Events during the Earnout Period; TABLE OF CONTENTS securities held by non-affiliates of $700.0 million or more as of the last business day of our most recently completed second fiscal quarter, (b) have been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months and (c) have filed at least one annual report pursuant to the Exchange Act. We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. Smaller Reporting Company We are also a smaller reporting company under the Exchange Act. We may continue to be a smaller reporting company so long as, as of June 30 of the preceding year, (i) the market value of our voting and non-voting equity held by non-affiliates, or our public float, is less than $250 million; or (ii) we have annual revenues less than $100 million and either we have no public float or our public float is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. TABLE OF CONTENTS Earnout Triggering Event I are to the earliest of the following to occur during the Earnout Period: (i) the date on which the closing stock price of Common Stock is greater than or equal to $12.00 per share for 20 trading days within any 60 consecutive trading day period or (ii) a Change in Control of the Company pursuant to which holders of Common Stock have the right to receive consideration implying a value per share greater than or equal to $12.00 after (i) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event I and (ii) excluding any Founder Shares that have been or would be forfeited pursuant to the Sponsor Agreement; Earnout Triggering Event II are to the earliest of the following to occur during the Earnout Period: (i) the date on which the closing stock price of Common Stock is greater than or equal to $14.00 per share for 20 trading days within any 60 consecutive trading day period or (ii) a Change in Control of the Company pursuant to which holders of Common Stock have the right to receive consideration implying a value per share greater than or equal to $14.00 after (i) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event II, and, if applicable, Earnout Triggering Event I, and (ii) excluding any Founder Shares that have been or would be forfeited pursuant to the Sponsor Agreement; Earnout Triggering Event III are to the earliest of the following to occur during the Earnout Period: (i) the date on which the closing stock price of Common Stock is greater than or equal to $16.00 per share for 20 trading days within any 60 consecutive trading day period or (ii) a Change in Control of the Company pursuant to which holders of Common Stock have the right to receive consideration implying a value per share greater than or equal to $16.00 after (i) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event III, and, if applicable, Earnout Triggering Event I and Earnout Triggering Event II, and (ii) excluding any Founder Shares that have been or would be forfeited pursuant to the Sponsor Agreement; Earnout Triggering Events are to Earnout Trigger Event I, Earnout Trigger Event II, and Earnout Trigger Event III; Effective Time are to the date and time that the Merger becomes effective pursuant to the terms of the Merger Agreement; Eligible Legacy Oklo Equityholder are to (i) all persons that held one or more shares of Legacy Oklo common stock as of immediately prior to the Effective Time (after giving effect to the Conversion) and (ii) all persons that held one or more vested Legacy Oklo options as of immediately prior to the Effective Time; Equinix are to Equinix, Inc.; February 2024 LOI are to that certain Confidential Letter of Intent to Purchase Power, dated as of February 16, 2024, by and between Legacy Oklo and Equinix; Founder Shares are to shares of AltC Class B common stock, par value $0.0001, prior to the Closing of the Business Combination and the Common Stock issued upon the automatic conversion thereof at the time of the Business Combination. GAAP are to accounting principles generally accepted in the United States of America; GWe are to gigawatts electric, which are each one billion watts electric; HALEU are to high-assay low-enriched uranium; Incentive Plan are to the Oklo Inc. 2024 Equity Incentive Plan; Insiders are to Sam Altman, Michael Klein, Jay Taragin, Frances Frei, Allison Green, Peter Lattman and John L. Thornton; Legacy Oklo are to Oklo Inc., a Delaware corporation, prior to the Business Combination; Legacy Oklo Board are to the board of directors of Legacy Oklo; Legacy Oklo common stock are to Legacy Oklo s common stock, par value $0.0001 per share; TABLE OF CONTENTS

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+PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus or incorporated by reference into this prospectus from our filings with the SEC, listed in the section of the prospectus entitled Incorporation of Certain Information by Reference. Because it is only a summary, it does not contain all of the information that you should consider before purchasing our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration statement of which this prospectus is a part, and the information incorporated by reference herein in their entirety, including the Risk Factors and our financial statements and the related notes incorporated by reference into this prospectus, before making an investment decision. Some of the statements in this prospectus and the documents incorporated by reference herein constitute forward-looking statements that involve risks and uncertainties. See information set forth under the section Cautionary Note Regarding Forward-Looking Statements. Overview We are a specialty biopharmaceutical company, primarily focused on GI, infectious diseases and oncology. Our primary goal is to become a leading specialty biopharmaceutical company. We are currently focused primarily on the advancement of our development pipeline of clinical-stage therapeutic candidates. We also commercialize in the U.S. our GI-related product, Talicia (omeprazole, amoxicillin, and rifabutin), and continue to explore our strategic plans for other potential products and activities. Among our therapeutic candidates, we are exploring opaganib as a potential treatment for various conditions, including GI-ARS, viral infections such as COVID-19, Ebola virus disease and additional viruses as part of pandemic preparedness, several cancers and diabetes and obesity-related disorders. Furthermore, we are investigating RHB-107 (upamostat) as a potential treatment for COVID-19 and other viruses as part of pandemic preparedness, including the Ebola virus. Our current pipeline consists of five therapeutic candidates, part of which are in late stage clinical development. We generate our pipeline of therapeutic candidates by identifying, validating and in-licensing or acquiring products that are consistent with our product and corporate strategy and that have the potential to exhibit a favorable probability of therapeutic and commercial success. We have one product, Talicia , that we primarily developed internally which has been approved for marketing and, to date, none of our other therapeutic candidates has generated revenues. We have out-licensed our commercial product, Talicia , for specific territories outside the U.S., and one of our therapeutic candidates, RHB-102, worldwide (except for the U.S., Canada, and Mexico). Furthermore, we plan to commercialize our therapeutic candidates, upon approval, if any, through licensing and other commercialization arrangements with pharmaceutical companies on a global and territorial basis or independently with a dedicated commercial operation or in potential partnership with other commercial-stage companies. We also evaluate, on a case-by-case basis, co-development, co-promotion, licensing, acquisitions and similar arrangements. Recent Events Equity Line of Credit On June 20, 2025, the Company entered into the Any Market Purchase Agreement with the Selling Shareholder establishing a USD $10 million equity line of credit. Pursuant to the Any Market Purchase Agreement, the Company has the right, but not the obligation, to issue, from time to time, at the Company s discretion, to the Selling Shareholder, and the Selling Shareholder is obligated to purchase, ADSs for an aggregate purchase price of up to USD $10 million (the Commitment Amount ) at the Company s request and subject to the terms of the Any Market Purchase Agreement, any time during the period commencing on June 20, 2025, and ending on the earlier (i) the date on which the ADSs cease trading on the NYSE, the NYSE American, The Nasdaq Capital Market, The Nasdaq Global Market, or The Nasdaq Global Select Market (or any nationally recognized successor to any of the foregoing (an Eligible Market), (ii) the date on which the Investor shall have purchased Purchase Notice Securities for an aggregate purchase price equal to the Commitment Amount, or (iii) 5:00 p.m. Eastern Time on June 30, 2026. In consideration for the Selling Shareholder s execution and delivery of the Any Market Purchase Agreement, on June 20, 2025, we issued to the Selling Shareholder the Commitment Warrant valid for a term of five years, entitling the Selling Shareholder to purchase up to 333,333 Commitment Warrant ADSs at $3.00 per ADS, subject to adjustments therein. In addition, we agreed to pay $20,000 representing legal fees of Alumni, which shall be deducted from the proceeds of the sales made pursuant to the Any Market Purchase Agreement. Specifically, the Initial Purchase Notice may be up to USD $1,000,000 at the purchase price equal to Initial Purchase Price. From and after the closing of the purchase and sale of the Purchase Notice Securities pursuant to the Initial Purchase Notice, we may, at our discretion, direct the Selling Shareholder to purchase (A) the number of ADSs having an aggregate purchase price equal to the lesser of $500,000 or sixty percent (60%) of the average daily trading volume of the ADSs on the Principal Market over the most recent five business days prior to the respective Purchase Notice Date, unless waived upon mutual discretion between us and the Selling Shareholder, up to an amount no greater than an aggregate purchase price equal to $3,000,000, at the Regular Purchase Price, or (B) the number of ADSs having an aggregate purchase price equal to the lesser of $500,000 or thirty percent (30%) of the trading volume of the ADSs on the Principal Market beginning at 4:00 a.m. New York time on the Purchase Notice Date and ending at the time on the Purchase Notice Date that the Purchase Notice has been received by email by Alumni, at the Forward Purchase Price. Subject to the terms of the Any Market Purchase Agreement, we may deliver up to two Purchase Notices with the Forward Purchase Price on any given business day. The Company cannot issue any AMPA ADSs to the Selling Shareholder until the date that the registration statement to which this prospectus relates is declared effective by the SEC and a final prospectus in connection therewith is filed and all of the other conditions set forth in the Any Market Purchase Agreement are satisfied. The Any Market Purchase Agreement also prohibits us from directing the Selling Shareholder to purchase any ADSs (i) if those ADSs, when aggregated with all other ADSs then held or beneficially owned by the Selling Shareholder and its affiliates, would result in the Selling Shareholder and its affiliates holding or having beneficial ownership, at any single point in time, of more than 4.99% of the number of ADSs outstanding immediately after the issuance of Purchase Notice Securities issuable pursuant to a Purchase Notice, or (ii) where the issuance of such ADSs, when aggregated with all other ADSs and Ordinary Shares then held or beneficially owned by the Selling Shareholder and its affiliates, would result in the Selling Shareholder and its affiliates holding or having beneficial ownership, at any single point in time, of more than 4.99% of the Company s issued share capital or voting rights in it (unless and until the Company obtains the approval of its shareholders for the issuance of ADSs in excess of such amount), in either case subject to the option to issue Prefunded Warrants in lieu of AMPA ADSs with respect to the sales pursuant to the Initial Purchase Notice or any Regular Purchase Notice. The Any Market Purchase Agreement will automatically terminate on the earlier of (i) the date on which the ADSs cease trading on an Eligible Market, (ii) the date on which the Investor shall have purchased Purchase Notice Securities for an aggregate purchase price equal to the Commitment Amount, or (iii) 5:00 p.m. Eastern Time on June 30, 2026. The Any Market Purchase Agreement does not include any of the following: (i) limitations on the Company s use of amounts it receives as the purchase price for the ADSs sold to the Selling Shareholder; (ii) financial or business covenants; (iii) restrictions on future financings; (iv) rights of first refusal; or (v) participation rights or penalties. The Any Market Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. Pursuant to the Any Market Purchase Agreement, the Company also agreed to file the registration statement to which this prospectus relates with the SEC, covering the resale of the ADSs issued or sold to the Selling Shareholder under the Any Market Purchase Agreement under the Securities Act. The Selling Shareholder has agreed that neither it nor any of its affiliates will engage in any short-selling or hedging of the ADSs during the term of the Any Market Purchase Agreement. The description of the Any Market Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Any Market Purchase Agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part and is incorporated herein by reference. Nasdaq Minimum Stockholders Equity Requirement On April 15, 2025, we received a written notification (the Notification Letter ) from the Listing Qualifications Department of Nasdaq Stock Market LLC ( Nasdaq ), notifying us that we are no longer in compliance with Nasdaq Listing Rule 5550(b)(1) (the Minimum Stockholders Equity Rule ). The Minimum Stockholders Equity requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders' equity for continued listing. However, based on our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed on April 10, 2025, we reported a stockholders deficit of $4,683,000, and we do not meet the alternatives of market value of listed securities or net income from continuing operations. We are thus non-compliant with the Minimum Stockholders Equity Rule. The Notification Letter has no immediate effect on our listing on The Nasdaq Capital Market at this time, nor are our business operations affected by receipt of the Notification Letter. In accordance with the Nasdaq Listing Rules, we submitted to Nasdaq a plan to regain compliance. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from receipt of the Notification Letter to evidence compliance. We are looking into various options available to regain compliance and maintain our continued listing on The Nasdaq Capital Market. There can be no assurance that our plan will be accepted or we will be able to regain compliance with the Minimum Stockholders Equity. Kukbo Litigation On September 2, 2022, we filed a lawsuit against Kukbo in the Supreme Court of the State of New York, County of New York, Commercial Division, as a result of Kukbo s default in delivering to us $5.0 million under a subscription agreement, dated October 25, 2021 (the Subscription Agreement ), in exchange for the ADSs we were to issue to Kukbo, and in delivering to us the $1.5 million due under the Exclusive License Agreement. Kukbo thereafter filed counterclaims with various allegations such as breach of contract, misrepresentation, and the breach of the duty of good faith and fair dealing. On November 20, 2023, we entered into a Contingency Fee Agreement with our legal firm, Haynes and Boone, LLP ( H&B ), under which certain legal costs related to the Kukbo litigation will be assumed by H&B. On December 2, 2024, we were awarded a judgment of approximately $8 million, including $6.5 million in principal and approximately $1.5 million in accrued interest, plus costs, in a summary judgment by the Supreme Court of the State of New York, New York County in our legal proceedings against Kukbo. The Court dismissed the entirety of Kukbo s counterclaims in the case. Kukbo filed a notice of appeal and perfected its appeal on June 4, 2025. We intend to file our response to Kukbo s appeal on or before August 6, 2025. The appeal is currently set for hearing in the Supreme Court of the State of New York, Appellate Division, First Judicial Department s September 2025 term. We intend to vigorously pursue the recovery of attorneys fees and the collection of the judgment. License Agreement with Hyloris Pharmaceuticals In February 2025, we entered into an exclusive worldwide development and commercialization licensing agreement, excluding North America, with Hyloris Pharmaceuticals SA ("Hyloris") for RHB-102 (Bekinda ). Under the terms of the agreement, Hyloris will pay us an upfront payment, in addition to up to $60 million in potential milestone payments, contingent upon achieving specified commercial targets, plus up to mid-20s percent royalties on revenues, subject to certain cost recoupments, with minimum annual payments to us, in return for exclusive rights to RHB-102 across all indications and territories outside the United States, Canada, and Mexico. We intend to continue the development for FDA approval in the U.S, if granted, for RHB-102. Hyloris will be responsible for all development, regulatory, and commercialization activities related to RHB-102 in its territories across all indications including acute gastroenteritis and gastritis, IBS-D, and oncology support. ATM Program with H.C. Wainwright & Co., LLC On February 3, 2025, we entered into a sales agreement (the Wainwright Sales Agreement ) with H.C. Wainwright & Co., LLC ( Wainwright ), for the sale of ADSs, pursuant to which we are able to offer and sell, from time to time, ADSs through our ATM program, with Wainwright acting as our agent. Under the prospectus supplement relating to the ATM program and the accompanying base prospectus, we are permitted to sell ADSs having an aggregate offering price of up to $3,464,000 from time to time through Wainwright, acting as our agent, in accordance with the Wainwright Sales Agreement. To date, we have sold 890,001 ADSs at a weighted average offering price of $3.85 per ADS for aggregate net proceeds of approximately $3.3 million pursuant to the Wainwright Sales Agreement and related prospectus supplement and accompanying base prospectus. Implications of Being a Foreign Private Issuer We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ), that are applicable to foreign private issuers, and under those requirements we file reports with the United States Securities and Exchange Commission, or SEC. As a foreign private issuer, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. For example, although we often report our financial results on a quarterly basis, we are not required to issue quarterly reports, proxy statements that comply with the requirements applicable to U.S. domestic reporting companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting companies. We also have four months after the end of each fiscal year to file our annual reports with the SEC and are not required to file current reports as frequently or promptly as U.S. domestic reporting companies. Furthermore, our officers, directors and principal shareholders are exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act. As a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. In addition, as a foreign private issuer, we are permitted, and follow certain home country corporate governance practices instead of those otherwise required under the listing rules of Nasdaq for domestic U.S. issuers. These exemptions and leniencies reduce the frequency and scope of information and protections available to you in comparison to those applicable to a U.S. domestic reporting company. Corporate Information We were incorporated as a limited liability company under the laws of the State of Israel on August 3, 2009. Our principal executive offices are located at 21 Ha arba a Street, Tel-Aviv, Israel and our telephone number is +972 (3) 541-3131. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Our website address is http://www.redhillbio.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus. Our registered agent in the U.S. is Redhill Biopharma Inc., and the address is 8311 Brier Creek Parkway, Suite 105-161, Raleigh, NC 27617, U.S.A.

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY 1

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+Prospectus Summary 1

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+PROSPECTUS SUMMARY 1

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+Prospectus summary 1

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+PROSPECTUS Summary
+
+ 
+
+This
+summary highlights information contained in other parts of this prospectus or incorporated by reference into this prospectus from our
+filings with the SEC, listed in the section of the prospectus entitled "Incorporation of Certain Information
+by Reference." Because it is only a summary, it does not contain all of the information that you should consider before purchasing
+our securities in this offering, and it is qualified in its entirety by, and should be read in conjunction with, the more detailed
+information appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration
+statement of which this prospectus is a part, and the information incorporated by reference herein in their entirety, including the "Risk
+Factors" and our financial statements and the related notes incorporated by reference into this prospectus, before purchasing our
+securities in this offering. You should read the entire prospectus and the other documents to which we refer before you decide to invest.
+
+ 
+
+Overview
+
+ 
+
+Sonim
+Technologies, based in the United States, is a leading provider of enterprise 5G solutions, offering a robust portfolio that includes
+rugged handsets, smartphones, wireless internet devices, software, services, and accessories. These products are engineered for reliable
+communication in challenging and unpredictable environments, serving sectors such as critical communications, first responders, government,
+industrial, construction, hospitality, and logistics. We currently have products available at all three U.S. Tier-one carriers —
+AT&T, T-Mobile and Verizon as well as the three primary carriers in Canada — Bell, Telus and Rogers, and Telstra in Australia.
+These carriers then resell our products, along with network services, to end customers focusing on two primary end markets: industrial
+enterprise and public sector. We also sell our products through distributors and resellers in various markets, including Europe and South
+Africa.
+
+ 
+
+In
+2023, Sonim announced a strategic expansion initiative, focusing on broadening its market reach with new products, geographical markets,
+and customer segments including enterprise, small and medium business, and prosumers. This strategy is underpinned by a strong emphasis
+on execution. We have introduced new product categories: Connected Solutions featuring wireless internet products, a next-generation
+rugged smartphone, and a new range of mid and low-tier professional rugged phones, all boasting IP ratings, MIL-STD-810H standards, and
+elements of Sonim s RPS, highlighting our value proposition to target markets.
+
+ 
+
+During
+the second half of 2024 and through the filing date of this prospectus, Sonim launched the following products:
+
+ 
+
+ 
+ 
+ 
+ Sonim
+ H500-series of 5G mobile hotspots available at Verizon and Verizon Frontline Verified, UScellular, and Bell in North America,
+ as well as at select carriers and through our distribution partners in Europe; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Sonim
+ MegaConnect, the world s first 5G High Powered User Equipment (HPUE) rugged mobile hotspot, available at AT&T Business
+ and FirstNet in the United States, and is also FirstNet Trusted;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Sonim
+ H100 4G mobile hotspot available through Telia Finland and distribution partners in Europe;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ XP100
+ 4G and XP400 5G professional rugged phones available through Deutsche Telekom in Germany and distribution partners in Europe and
+ South Africa; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ XP
+ Pro 5G rugged smartphone available through Verizon and Verizon Frontline Verified, AT&T and FirstNet Ready, and T-Mobile and
+ certified for T-Priority in the United States, Bell, Telus, Rogers, and SaskTel in Canada, and through select distributors in Europe,
+ the Middle East, and Africa;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ XP
+ Pro Thermal 5G rugged smartphone available in Europe, the Middle East, and Africa through select distributors; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ XP3plus
+ 5G rugged flip phone available through T-Mobile and certified for T-Priority.
+
+ 
+ 
+
+ 4
+
+ 
+
+ 
+
+ 
+
+Additionally,
+the XP10 is available through the Company s distribution partners in EMEA and Australia. Most of these products are supported by
+the SonimWare platform and enterprise services. In the first half of 2025, all of our new products that launched with tier-one
+carriers in the United States included a certification associated with carrier first responder initiatives, including FirstNet Ready,
+FirstNet Trusted, Verizon Frontline Certified, and T-Mobile certified for T-Priority. In the first half of 2025 we also announced the
+upcoming launch and availability of the XP Pro Thermal 5G smartphone for Europe which includes an SDK-enabled Sonim IRIS software for
+custom application development and an integrated thermal camera by FLIR that benefits a number of vertical trades such as electricians,
+plumbers, public safety, construction, agriculture, amongst others.
+
+ 
+
+Geographic
+market expansion continues with agreements and product availability through new distribution partners in Europe and South Africa, catering
+to carrier, reseller, and enterprise sales channels. Partners include Brodos, Modino, Ingram Micro, and Cernotech, which bolster our
+presence in these regions. This strategic alignment supports our commitment to offering reliable solutions and expanding our customer
+base.
+
+ 
+
+With
+the primary sales channels in the U.S. and Canada consisting of large wireless carriers, the Company s customer base is highly
+concentrated, as represented in the tables below (all figures as a percentage of our total net revenues):
+
+ 
+
+Revenue
+by Customer Type
+
+ 
+
+ 
+ Category 
+ Q2
+ 2025 YTD 
+ FY
+ 2024 
+
+ 
+ Wireless Carriers 
+ 86%(1) 
+ 75%
+
+ 
+ Top 3 Carrier Customers 
+ 74%(2) 
+ 62%
+
+ 
+
+ 
+
+(1)20%
+ of this revenue is related to the expiration of customer allowance agreements as three of
+ our legacy phones approach end-of-life
+
+ (2)18%
+ of this revenue is related to the expiration of customer allowance agreements as three of
+ our legacy phones approach end-of-life
+
+ 
+
+ 
+
+Revenue
+by Product Type
+
+ 
+
+ 
+ Category 
+ Q2
+ 2025 YTD 
+ FY
+ 2024 
+
+ 
+ Smartphones 
+ 57%(1) 
+ 45%
+
+ 
+ Feature Phones 
+ 31% 
+ 35%
+
+ 
+ White Label Products (Related Party) 
+ — 
+ 13%
+
+ 
+ Connected Solutions 
+ 11% 
+ 6%
+
+ 
+ Other 
+ 1
+% 
+ 1%
+
+ 
+
+ 
+
+ 
+ 
+ (1)
+ 19%
+ of this revenue is related to the expiration of customer allowance agreements as three of our legacy phones approach end-of-life
+
+ 
+ 
+
+In
+alignment with Sonim Technologies commitment to quality, reliability, and regulatory compliance, we have prioritized our Trade
+Agreements Act ("TAA") initiatives. TAA compliance is crucial in enhancing our market strategy, particularly in expanding
+opportunities within government and enterprise markets, which demand stringent adherence to regulatory standards. By ensuring our products
+meet TAA requirements, we reinforce our position as a trusted provider of enterprise 5G solutions.
+
+ 
+
+This
+initiative underscores our dedication to delivering products that not only meet industry-leading standards but also comply with U.S.
+federal procurement regulations, thereby enhancing our competitiveness in securing government contracts.
+
+ 
+
+Looking
+ahead, Sonim is focused on bringing our new products and solutions offering to our expanded portfolio throughout 2025.
+
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+Recent
+Developments
+
+ 
+
+Pending
+Asset Purchase Agreement with Social Mobile and Announced Strategic Initiatives
+
+ 
+
+On
+July 17, 2025, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") by and among the Company,
+as seller, Pace Car Acquisition LLC, as buyer, (the "Buyer"), the Seller Representative named in the Asset Purchase Agreement,
+and, Social Mobile Technology Holdings LLC (the "Parent"), solely for the purpose of guaranteeing complete payment and performance
+obligations of the Buyer contained in the Asset Purchase Agreement.
+
+ 
+
+Pursuant
+to the Asset Purchase Agreement, the Buyer agreed to acquire substantially all assets of the Company and its subsidiaries related to
+the Company s enterprise 5G solutions business, including rugged handsets, smartphones, wireless internet devices, software, services,
+and accessories (collectively, the "Business") for a purchase price of $15.0 million in cash, subject to (i) customary working
+capital, indebtedness and transaction expense adjustments (referred to in the Asset Purchase Agreement as the "Adjustment Amount,"
+which may be a positive or a negative number) and (ii) up to $5.0 million in the form of an earn-out payment, if earned. The Asset Purchase
+Agreement permits the Company to pursue a reverse merger ("RTO") with the currently anticipated target or an alternative
+target, provided that any such transaction is complementary to and not a substitute for the transactions contemplated by the Asset Purchase
+Agreement.
+
+ 
+
+Because
+the transaction contemplates the sale of substantially all of the Company s assets, the Company concurrently announced a
+strategic initiative to pursue a potential RTO, in addition to completing the asset sale, with the objective of maximizing
+stockholder value. If consummated, the RTO would allow the public company to continue as an SEC-reporting entity under a new name
+and trading symbol, and with a new business focus. There can be no assurance that the Asset Purchase Agreement or any RTO
+transaction will ultimately be consummated timely or at all or that it will be consummated as a conventional RTO as opposed to the Company s commencement of a new
+line of business that will not be disposed of with the legacy business. Please carefully review the group of risk factors titled "Risks
+Related to the Proposed Asset Purchase Agreement and Announced Strategic Initiatives" for more information
+regarding the risks associated with Sonim s strategic alternatives process.
+
+ 
+
+The
+Committed Equity Financing
+
+ 
+
+On
+September 29, 2025, we entered into the Facility. We agreed to reimburse the fees and disbursements of legal counsel to Chardan
+in an amount up to $125,000. Under the Facility, we have a right to require Chardan to purchase shares of our Common Stock up to the
+aggregate commitment amount of $500.0 million at prices per share based on the VWAP of our Common Stock. The Facility will remain outstanding
+for three years from the effective date of the registration statement of which the prospectus forms a part unless terminated upon reasonable
+notice. The purpose of the execution of the Facility is to fund our general corporate expenses. See "The Committed
+Equity Financing" for additional information.
+
+ 
+
+Recent
+Product Awards
+
+ 
+
+The
+first step in selling our products through wireless telecommunications carriers is to receive a product award from the carrier. The award
+documents the intent of the carrier to carry the proposed product and offer it to customers through their stores or online. The carrier
+and Sonim agree to a launch date that is generally nine months or longer from the date of the product award. After the product award,
+the Company and its partners complete the design that includes the unique specifications from the carrier, test the device, obtain certification
+from the carrier to sell the device, and begin full scale manufacturing of the product based on purchase orders issued by the carrier.
+
+ 
+
+As
+of the filing date of this prospectus, Sonim is completing the development, testing and certification of new products that it expects
+to launch in the second half of 2025 with various carriers.
+
+ 
+
+Implications
+of Being a Smaller Reporting Company
+
+ 
+
+To
+the extent that we continue to qualify as a "smaller reporting company," as such term is defined in Rule 12b-2 under the
+Exchange Act, we will continue to be permitted to make certain reduced disclosures in our periodic reports and other documents that we
+file with the SEC.
+
+ 
+
+Corporate
+Information
+
+ 
+
+We
+were incorporated under the laws of the state of Delaware on August 5, 1999. Our principal executive offices are located at 4445 Eastgate
+Mall, Suite 200, San Diego, CA 92121, and our telephone number is (650) 378-8100. Our website address is https://www.sonimtech.com/.
+The information contained on, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus,
+and you should not rely on any such information in making the decision of whether to purchase our securities.
+
+ 
+
+ 6

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY 1

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+The non-managing sponsor investors have expressed to us an interest in purchasing up to an aggregate of approximately $30,000,000 of the units in this offering at the offering price (assuming the exercise in full of the underwriters over-allotment option). Although there is no cap on the amount of securities that they may purchase in this offering, none of the non-managing sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering. There can be no assurance that the non-managing sponsor investors will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units the non-managing sponsor investors will retain, if any, prior to or upon the consummation of our initial business combination. Because these expressions of interest are not binding agreements or commitments to purchase, non-managing sponsor investors may determine to purchase a different number or no units in this offering, or none at all. Depending on how many units are purchased by the non-managing sponsor investors, the post-offering trading volume, volatility and liquidity of our securities may be reduced relative to what they would have been had the units been more widely offered and sold to other public investors. We do not expect the potential limited number of public investors could negatively impact our ability to meet Nasdaq listing eligibility requirements as we expect to comply with all of the Nasdaq listing requirements prior to the effective date of the registration statement of which this prospectus forms a part. In addition, the underwriters have full discretion to allocate the units to investors and may determine to sell a different number or no units to the non-managing sponsor investors. Since in addition to the public units that will be purchased by the non-managing sponsor investors, the non-managing sponsor investors will have interests in the founder shares indirectly through their membership interests in the sponsor, the non-managing sponsor investors will have the potential to realize enhanced economic returns from their investment as compared to other investors purchasing public units in this offering. The underwriters will receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non-managing sponsor investors, if any, as they will on the other units sold to the public in this offering. In addition, none of the non-managing sponsor investors has any obligation to vote any of their public shares in favor of our initial business combination. For a discussion of certain additional arrangements with the non-managing sponsor investors, see Summary The Offering Expressions of Interest. The non-managing sponsor investors will share in any appreciation of the founder shares through their membership interests in the sponsor if we successfully complete a business combination. Accordingly, non-managing sponsor investors interests in the founder shares owned by them indirectly through their membership interests in the sponsor may provide them with an incentive to vote any public shares they own in favor of a business combination, even if they are under no obligation to vote, and make a substantial profit on such interests, even if the business combination is with a target that ultimately declines in value and is not profitable for other public shareholders. In the event that the non-managing sponsor investors purchase such units (either in this offering or after) and vote them in favor of our initial business combination, no affirmative votes from other public shareholders would be required to approve our initial business combination. However, because the non-managing sponsor investors are not obligated to continue owning any public shares following the closing of this offering and are not obligated to vote any public shares in favor of our initial business combination, we cannot assure you that any of these non-managing sponsor investors will be public shareholders at the time our shareholders vote on our initial business combination, and, if they are public shareholders, we cannot assure you as to how such non-managing sponsor investors will vote on any business combination. We do not expect any purchase of units by the non-managing sponsor investors to negatively impact our ability to meet Nasdaq listing eligibility requirements as we expect to comply with all of the Nasdaq listing requirements prior to the effective date of the registration statement of which this prospectus forms a part. In addition, two of independent director nominees have agreed to purchase the membership interests in our sponsor representing an aggregate of 45,000 private units (regardless of whether the underwriters option to purchase additional units is exercised) at a price of $10.00 per unit ($450,000 in the aggregate, regardless of whether the underwriters option to purchase additional units is exercised) in a private placement that will close simultaneously with the closing of this offering. Subject to the independent director nominees indirectly purchasing, through the sponsor, the private units allocated to the sponsor in connection with the closing of this offering, the sponsor will issue separate membership interests at a nominal purchase price to these two independent director nominee investors reflecting interests in an aggregate of 450,000 of the founder shares held by the sponsor. See Principal Shareholders Sponsor Ownership for more information. The director nominees are not expected to purchase units in this offering. Our initial shareholders paid $25,000 for an aggregate of 6,059,925 Class B ordinary shares, which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to the adjustments described herein. Unlike most other similarly structured companies, the number of our founder shares will not be reduced in the event that the over-allotment option is not exercised. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, Table of Contents the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, approximately 26%, assuming the full exercise of the over-allotment option, or 29%, assuming no exercise of the over-allotment option, of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders and including the Class A ordinary shares underlying the private units), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private units issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the company or to adopt new constitutional documents of the company, in each case, as a result of the company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will be counted together for quorum purposes and will vote together as a single class, except as required by law. See Founder shares conversion and anti-dilution rights of this prospectus for additional information. The amount of compensation that may be received by our sponsor, its affiliates and our three independent director nominees is summarized as follows: Entity/Individual Amount of Compensation to be Received or Securities Issued or to be Issued Consideration Paid or to be Paid Stellar V Sponsor LLC and our three independent director nominees (Nicolas Bornozis, Christopher Thomas and Harry Braunstein) 6,059,925 Class B Ordinary shares.(1) The Class B Ordinary Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. Unlike most other similarly structured companies, the number of our founder shares will not be reduced in the event that the over-allotment option is not exercised. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, approximately 26% of the total number of Class A ordinary shares outstanding after such conversion, assuming the full exercise of the over-allotment option, or 29%, assuming no exercise of the over-allotment option. $25,000 Stellar V Sponsor LLC 365,000 Private Units(2) $3,650,000(2) Table of Contents Entity/Individual Amount of Compensation to be Received or Securities Issued or to be Issued Consideration Paid or to be Paid $10,000 per month For office space, secretarial, administrative, support and other related services provided to us and members of our management team Up to $300,000 Repayment of loans made to us by our sponsor to cover offering-related and organizational expenses. Up to $1,500,000 in working capital loans may be convertible into private units at a price of $10.00 per unit Working capital loans to finance transaction costs in connection with an intended initial business combination. Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination Services in connection with identifying, investigating and completing an initial business combination. ____________ (1) Our sponsor holds an aggregate of 5,984,925 Class B ordinary shares, and our three independent director nominees hold an aggregate of 75,000 Class B ordinary shares, in addition to the interests they will hold indirectly through the membership in our sponsor (see Principal Shareholders Sponsor Ownership of this prospectus for more information). (2) Members of our management team and our independent director nominees will hold interest in the Private Units indirectly through the membership in our sponsor (see Principal Shareholders Sponsor Ownership of this prospectus for more information). The low price that our sponsor, officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares, private shares and private warrants will be worthless, except to the extent they receive liquidating distributions from assets outside the trust account, and members of our management team and our independent directors could lose the entire amount that they have invested in private units. If the private warrants become exercisable on a cashless basis, the exercise of the private warrants on a cashless basis could result in a material dilution of the purchasers equity interests. Additionally, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. We will repay any loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to finance transaction costs in connection with an intended initial business combination; up to $1,500,000 of such loans may be convertible into private units at a price of $10.00 per unit at the option of the lender. If the private warrants underlying such private units become exercisable on a cashless basis, those private warrants may also be exercised on a cashless basis, which could result in a material dilution of the purchasers equity interests. Upon consummation of this offering, we will also reimburse our sponsor, directors or officers, or our or any of their respective affiliates, for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. The founder shares and other securities to be received by our sponsor, officers and directors may result in a material dilution of the public investors equity interests. See the Sections entitled Risk Factors Risks Relating to Our Management Team The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, Dilution, Summary Compensation, The Offering Conflicts of Interest and Proposed Business Our Business Combination Process Our Sponsor of this prospectus for additional information. There may be potential material conflicts of interest between the sponsor or its affiliates and the purchasers in this offering. Our sponsor, along with its affiliates, our officers, and directors, currently participate, and may in the future participate, in the formation or sponsorship of other special purpose acquisition companies ( SPACs ) similar to ours, or engage in other business or investment ventures during our pursuit of an initial business combination. Despite these activities, our officers and directors will maintain their existing fiduciary duty to us, and we will retain priority over any subsequent SPACs or ventures they may join. For a description of risks associated with compensation and material conflicts of interests of our sponsor, or its affiliates. see Principal Shareholders, Risk Factors Risks Relating to Our Management Team , Risk Factors Risks Relating to our Search for, Table of Contents and Consummation of or Inability to Consummate, a Business Combination, Risk Factors Risks Relating to Our Securities, Management Officers, Directors and Director Nominees, Management Conflicts of Interest, The Offering Conflicts of Interest and Certain Relationships and Related Party Transactions for further information. The following table illustrates our net tangible book value ( NTBV ) per share at the specified redemption levels: As of September 30, 2024 Offering Price of $10.00 25% of Maximum Redemption 50% of Maximum Redemption 75% of Maximum Redemption Maximum Redemption NTBV NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price Assuming Full Exercise of Over-Allotment Option $ 7.04 $ 6.38 $ 3.62 $ 5.34 $ 4.66 $ 3.48 $ 6.52 $ (0.77 ) $ 10.77 Assuming No Exercise of Over-Allotment Option $ 6.77 $ 6.08 $ 3.92 $ 5.02 $ 4.98 $ 3.20 $ 6.80 $ (0.70 ) $ 10.70 See the Section entitled Dilution of this prospectus for additional information. Of the proceeds we receive from this offering and the sale of the private units described in this prospectus, $151,050,000, or $173,707,500 if the underwriters over-allotment option is exercised in full ($10.07 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and held as cash or invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the Investment Company Act ), which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, or to pay for any Hart-Scott-Rodino Antitrust Improvements Act of 1976 ( Hart-Scott-Rodino ) filing fees, the proceeds from this offering and the sale of the private units will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. We have until the date that is 21 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve (the completion window ) to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 21-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of Class A ordinary shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then issued and outstanding Class A ordinary shares, subject to applicable law. Table of Contents If we are unable to complete our initial business combination within the completion window, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable, but without deduction for any excise or similar tax that may be due or payable, and up to $100,000 of interest income to pay liquidation expenses), divided by the number of then issued and outstanding Class A ordinary shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The redemption rights will also include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol SVCCU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless BTIG, the representative of the underwriters of this offering, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the Nasdaq under the symbols SVCC and SVCCW , respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 42 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. As described in Our Company Our Business Combination Process and Management Conflicts of Interest, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 150,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 8,250,000 Proceeds, before expenses, to us $ 9.45 $ 141,750,000 ____________ (1) $0.20 per unit sold in the base offering, or $3,000,000 in the aggregate (or up to $3,450,000 if the overallotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $5,250,000 (or up to $6,037,500 if the underwriters over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions as described herein and to be placed in a trust account located in the United States as described herein. The underwriters have received and will receive compensation in addition to the underwriting discount. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [ ], 2025. Sole Book Running Manager BTIG , 2025 Table of Contents TABLE OF CONTENTS Page SUMMARY 1

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+may remove members of the board of directors for any reason. Holders of our public shares will not have the right to vote to appoint any directors to our board of directors prior to our initial business combination. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. We refer collectively to these Class B ordinary shares throughout this prospectus as the founder shares. See Summary Sponsor Information , Summary The Offering Founder shares , Summary The Offering Transfer restrictions on founder shares , Summary The Offering Founder shares conversion and anti-dilution rights , Summary The Offering Appointment and removal of directors; Voting Rights , Risk Factors Risks Relating to our Management Team The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination , Risks Relating to our Securities We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one in connection with our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks , The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share , Summary Dilution and Dilution. One accredited investor, which we refer to as the non-managing sponsor investor throughout this prospectus, has purchased an aggregate of 3,000,000 Class A units of the sponsor (the Sponsor Class A units ) for a purchase price of approximately $1.17 per Sponsor Class A unit ($3,500,000 in the aggregate, including if the underwriters over-allotment option is exercised in full). Each Sponsor Class A unit reflects an indirect interest in one founder share, or the proceeds thereof, held by the sponsor. The sponsor only issued the 3,000,000 Sponsor Class A units to the non-managing sponsor investor and did not grant the non-managing sponsor investor any shareholder or other rights in addition to those afforded to our other public shareholders. The non-managing sponsor investor does not have the right to control the sponsor or vote or dispose of any securities held by the sponsor, including the founder shares held by and the private placement units to be purchased by the sponsor. The non-managing sponsor investor has not expressed to us an interest in purchasing any of the units in this offering and neither us nor the representative have had discussions with the non-managing sponsor investor regarding any purchases of units in this offering. The non-managing sponsor investor s purchase of the Sponsor Class A units was not contingent upon the participation in this offering. We do not expect any potential purchases of units by the non-managing sponsor investor to negatively impact the post-offering trading volume, volatility and liquidity of our securities or our ability to meet Nasdaq listing eligibility requirements. In addition, the underwriters have full discretion to allocate the units to investors and may determine not to sell any units to the non-managing sponsor investor, and in no case would the non-managing sponsor investor be sold more than 9.9% of the units to be sold in this offering. The underwriters would receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non managing sponsor investor, if any, as it will on the other units sold to the public in this offering. If the non-managing sponsor investor purchases units in the offering, the non-managing sponsor investor would not be required to (i) hold any units or Class A ordinary shares it may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination, and will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders. As more fully discussed in Management Conflicts of Interest, certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. The low price that our sponsor, executive officers and directors (directly Table of Contents or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 18 months, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, commencing on the date on which our securities are first listed on The Nasdaq Global Market ( Nasdaq ), we will pay our sponsor or its affiliate a total of $10,000 per month for office space, utilities and shared personnel support services. See Summary The Offering Sponsor Information for more information. The non-managing sponsor investor in our sponsor will share in any appreciation of the founder shares if we successfully complete a business combination. Accordingly, the non-managing sponsor investor s interest in the founder shares owned by them indirectly through its Class A Sponsor units may provide it with both an incentive to vote any public shares they own in favor of a business combination and a substantial profit on such interests, even if the business combination is with a target that ultimately declines in value. Upon consummation of this offering, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In order to finance transaction costs in connection with an intended initial business combination, our sponsor or one of its affiliates has committed to loan us funds as may be required to a maximum of $1,500,000 to fund our additional working capital requirements and transaction costs. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. Up to $1,500,000 of such loans may be convertible into units at the time of the business combination at a price of $10.00 per unit at the option of the lender. Additionally, we may pay finder s fees, consulting fees or success fees to our sponsor, director or officers, or their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination. In addition, we may reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. See the sections titled Summary The Offering Sponsor Information, Summary The Offering Conflicts of Interest , Risk Factors Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks Since our sponsor, non-managing sponsor investor, officers and directors, and any other holder of our founder shares will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after this offering), and because our sponsor, officers and directors and any other holder of our founder shares directly or indirectly may profit substantially from a business combination as a result of their ownership of founder shares even under circumstances where our public shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination, including in connection with the shareholder vote in respect thereto and Management Conflicts of Interest for more information. Prior to this offering, there has been no public market for our units, Class A ordinary shares or public rights. We have applied to list our units on Nasdaq under the symbol TMRDU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A ordinary shares and public rights constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the representative informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the Class A ordinary shares and rights will be listed on Nasdaq under the symbols TMRD and TMRDR, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 40. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Table of Contents Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1)(2) $ 0.20 $ 4,000,000 Proceeds, before expenses, to us $ 9.80 $ 196,000,000 ____________ (1) Includes $0.20 per unit, or $4,000,000 in the aggregate, payable to the underwriters upon the closing of this offering. (2) The table does not include certain other fees and expenses payable (or securities issuable) to the underwriters in connection with this offering. The underwriters will receive compensation in addition to the underwriting discount, including a cash fee upon the consummation of our initial business combination in an amount equal to up to 4.5% of the gross proceeds of this offering pursuant to a Business Combination Marketing Agreement. See Underwriting for a description of compensation and other items of value payable to the underwriters. Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the rights included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-for-one basis upon conversion. If we raise additional funds through equity or convertible debt issuances, our public shareholders may also suffer significant dilution. This dilution would increase to the extent that the anti-dilution provision of the founder shares results in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. The compensation to be paid to the sponsor, Class A ordinary shares issuable in connection with the conversion of the founder shares, and securities to be issued to the sponsor in the private placement, including the exchange of the private placement rights, may result in a material dilution of our public shareholders equity interests. Our sponsor acquired 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Up to 750,000 founder shares are subject to forfeiture by the holders thereof depending on the extent to which the underwriter s over-allotment option is exercised. Upon the consummation of our initial business combination, these founder shares will automatically convert into Class A ordinary shares on a one-for-one basis (subject to adjustment as described herein), for which no additional consideration will be paid by the sponsor. In addition, in connection with the private placement, the sponsor (or its permitted transferees) will purchase 350,000 private placement units (or 380,000 private placement units if the underwriters over-allotment option is exercised in full) for a purchase price of $10.00 per unit, for an aggregate purchase price of $3,500,000 (or $3,800,000 if the underwriters over-allotment option is exercised in full). Each private placement unit consists of one Class A ordinary share and one right to receive one-eighth (1/8) of a Class A ordinary share upon the consummation of an initial business combination. If we increase or decrease the size of the offering, we will effect a capitalization, share repurchase, redemption or other appropriate mechanism, as applicable, with respect to our founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at approximately 20% of our issued and outstanding ordinary shares upon the consummation of this offering. The issuance of Class A ordinary shares to the sponsor upon conversion of founder shares, and any shares issued upon exercise or conversion of private placement securities, will be at lower effective prices than the price paid by public investors in this offering and, therefore, may result in material dilution to the equity interests of purchasers in this offering. See the section titled Risk Factors Risks Relating to our Management Team The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination , Risks Relating to our Securities We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B Table of Contents ordinary shares at a ratio greater than one-to-one in connection with our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks , The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share , Summary Dilution and Dilution. The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (NTBV), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. See section entitled Dilution for more information. As of March 31, 2025 Offering Price of $10.00 per Unit 25% of Maximum Redemption 50% of Maximum Redemption 75% of Maximum Redemption Maximum Redemption NTBV NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price Assuming Full Exercise of Over-Allotment Option $ 7.87 $ 7.35 $ 2.65 $ 6.50 $ 3.50 $ 4.84 $ 5.16 $ 0.17 $ 9.83 Assuming No Exercise of Over-Allotment Option $ 7.86 $ 7.34 $ 2.66 $ 6.49 $ 3.51 $ 4.82 $ 5.18 $ 0.15 $ 9.85 Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on one hand, and purchasers in this offering on the other. See the sections titled Proposed Business Sourcing of Potential Business Combination Targets , Summary The Offering Conflicts of Interest and Management Conflicts of Interest for more information. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2025. ________________________________________________________________ Book-Running Manager Roth Capital Partners Joint Book-Runner StoneX Financial Inc. The date of this prospectus is , 2025 Table of Contents TABLE OF CONTENTS Page SUMMARY 1