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diff --git a/parsed_sections/prospectus_summary/2025/ALUB-UN_alussa_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/ALUB-UN_alussa_prospectus_summary.txt
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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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diff --git a/parsed_sections/prospectus_summary/2025/ARTL_artelo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/ARTL_artelo_prospectus_summary.txt
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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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diff --git a/parsed_sections/prospectus_summary/2025/BBOT_bridgebio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/BBOT_bridgebio_prospectus_summary.txt
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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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diff --git a/parsed_sections/prospectus_summary/2025/CIK0002079000_duke_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002079000_duke_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
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@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2025/CIK0002086263_soren_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002086263_soren_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..46393643d6ee1a69b4887c250dc7c2927e7f6324
--- /dev/null
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@@ -0,0 +1 @@
+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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diff --git a/parsed_sections/prospectus_summary/2025/CIK0002095898_tongda_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002095898_tongda_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7e10a86cbbabd0f5443e568fb0cb6d317b2e1502
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/CIK0002095898_tongda_prospectus_summary.txt
@@ -0,0 +1 @@
+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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diff --git a/parsed_sections/prospectus_summary/2025/CIK0002101135_illuminati_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002101135_illuminati_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..90854a031c1d2f7fa45855a39c44716ca0badcea
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/CIK0002101135_illuminati_prospectus_summary.txt
@@ -0,0 +1 @@
+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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diff --git a/parsed_sections/prospectus_summary/2025/CIK0002101730_bitwise_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002101730_bitwise_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/CIK0002101730_bitwise_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
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diff --git a/parsed_sections/prospectus_summary/2025/CIK0002102041_inflection_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002102041_inflection_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bbbcb856028f65408c6dbd72dbf6a0a07f913279
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/CIK0002102041_inflection_prospectus_summary.txt
@@ -0,0 +1 @@
+This 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 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 Inflection Point Acquisition Corp. VI, a Cayman Islands exempted company; Companies Act are to the Companies Act (As 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; Excise Tax shall mean the 1% U.S. federal excise tax on stock repurchases under Section 4501 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; management or our management team are to our officers, directors and, prior to the completion of this offering, our director nominees; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; permitted withdrawals are to the amounts withdrawn or eligible to be withdrawn to fund our working capital requirements, subject to an annual limit of $500,000 (plus the rollover of unused amounts from prior years), and/or to pay our taxes (any withdrawals to pay for our taxes (which shall exclude the Excise Tax if any is imposed on us) shall not be subject to the $500,000 annual limitation described in the foregoing), such withdrawals can only be made from interest and not from the principal held in the trust account; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders, management team and advisors to the extent our initial shareholders, members of our management team and/or advisors purchase public shares, provided that each initial shareholder s, member of our management team s and advisor s status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants included as part of the units sold in this offering (whether they are purchased in this offering or thereafter in the open market); 1 Table of Contents private placement warrants are to the warrants issued to our sponsor and Cantor Fitzgerald & Co. in a private placement simultaneously with the closing of this offering; sponsor are to Inflection Point Holdings VI LLC, Delaware limited liability company; and warrants are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. 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 special purpose acquisition company incorporated on September 12, 2025, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. However, members of our management team had been actively in discussions with potential business combination partners in their capacity as officers and directors of Inflection Point Acquisition Corp. III ( IPCX ), and we may pursue business combination partners that had previously been in discussions with IPCX s management team. While we may pursue an initial business combination in any industry, sector or geographic region, we intend to focus our search initially on North American and European businesses in disruptive growth sectors, which complements the expertise of our management team. Our company will combine the abilities of a diverse and founder-friendly management team. We have assembled a management team with experience across both public and private markets with deep roots in our target markets. Our team combines decades of experience sourcing, researching, and investing in complex transactions that create value for shareholders. We expect to seek an investment opportunity where each member of our management team can leverage their expertise and network to create significant value. We will seek fundamentally strong businesses in a broad range of disruptive growth sectors, with emphasis on one or more of the following attributes, although we may decide to enter into a business combination with a target business that does not have one or more of these attributes: Innovative, technology-enabled company of scale focused on acquiring new customers with a large addressable market, legacy analogue competitors and a differentiated path to market or superior product. Customer focused and deeply experienced team fueled by a shared connection and passion for the business. Operates in an industry not typically active in traditional IPOs, but that our management feels public market investors will value and desire exposure to the public market. Achieved a scale such that the profit contribution from existing business offsets fixed costs and is prepared to reinvest in high return on capital opportunities. Adaptable to the rapidly changing business environment and major shift in demographics with the ability generate shareholder value in any market cycle. 2 Table of Contents Background We have been formed as part of a long-term strategy to sponsor a series of special purpose acquisition companies ( SPACs ). We have a cohesive team that has worked together in the past and combines extensive transactional, valuation, capital allocation, and SPAC investing expertise. Our combined network for sourcing targets gives us access to companies backed by venture capital and private equity and other private companies, and public companies considering SPAC combinations via spinoffs. We are founder-friendly and seek to partner with a proven, exceptional management team that is already in place. Experience with SPACs In January 2021, members of our management team founded Inflection Point Acquisition Corp. ( IPAX ), a SPAC formed for substantially similar purposes as our company. IPAX completed its initial public offering in September 2021, in which it sold 32,975,000 units, each consisting of one IPAX Class A ordinary share and one-half of one warrant to purchase one IPAX Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $329,750,000. On September 16, 2022, IPAX announced its business combination with Intuitive Machines, Inc. ( LUNR ), a diversified space exploration, infrastructure, and services company with marquee contracts supporting NASA s $93 billion Artemis program. Prior to the extraordinary general meeting of IPAX shareholders to approve the business combination with LUNR, holders of 27,481,818 of IPAX Class A ordinary shares, or 83.34% of the outstanding IPAX Class A ordinary shares and 89.37% of the outstanding IPAX Class A ordinary shares not held by affiliates of IPAX, exercised their right to redeem those shares for cash at a price of approximately $10.1843 per share, for an aggregate of approximately $279.9 million. The transaction with LUNR closed on February 13, 2023, and began trading on Nasdaq on February 14, 2023 under the ticker LUNR. We believe LUNR represents a high-quality, public-ready company with a history of significant revenue growth. We believe the deal s valuation was attractive and the significant $50 million capital commitment from an affiliate of IPAX s sponsor supporting the transaction was a main differentiator. IPAX supported the transaction with extensive due diligence, significant investor outreach, and comprehensive planning, including a detailed media plan and retaining due diligence and capital markets advisors. There was no vote held to extend the date by which IPAX was required to complete its initial business combination because IPAX completed its initial business combination with LUNR within 24 months of its initial public offering. LUNR s shares of Class A common stock are, and its warrants were, listed on the Nasdaq Stock Market under the symbols LUNR and LUNRW, respectively. On December 22, 2025, the closing price of shares of the Class A common stock was $16.69 per share. Under the terms of the warrant agreement governing LUNR s warrants, LUNR had the right to redeem all outstanding warrants if the last sales price of the Class A common stock was at least $18.00 per share for any 20 trading days within any 30-day trading period ending on the third business day prior to the date on which a notice of redemption is given. The last sales price of the Class A common stock was at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on January 30, 2025. Accordingly, LUNR redeemed the warrants effective as of March 6, 2025. In March 2023, members of our management team founded Inflection Point Acquisition Corp. II ( IPXX ), a SPAC formed for substantially similar purposes as our company. IPXX completed its initial public offering in May 2023, in which it sold 25,000,000 units, each consisting of one IPXX Class A ordinary share and one-half of one warrant to purchase one IPXX Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $250,000,000. On August 21, 2024, IPXX entered into a business combination agreement with USA Rare Earth, LLC ( USARE ), a company whose mission is to establish a vertically integrated, domestic rare earth magnet supply chain that supports the future state of energy, mobility, and national security in the United States. USARE is developing a NdFeB magnet manufacturing plant in the United States, and establishing domestic rare earth and critical minerals supply, extraction, and processing capabilities to supply its magnet manufacturing plant and market surplus materials to third-parties. IPXX held a vote on November 18, 2024 to extend the date by which IPXX must complete an initial business combination from November 30, 2024 to August 21, 2025. In connection with such extension, holders of 22,794,651 Class A ordinary shares of IPXX, or 91.18% of the outstanding IPXX public shares, exercised their right to redeem those shares for cash at a price of approximately $10.83 per share, for an aggregate of $246.9 million. Prior to the extraordinary general meeting of IPXX shareholders to approve the business combination with USARE, holders of 128,140 IPXX Class A ordinary shares, or 5.8% of the outstanding 3 Table of Contents IPAX Class A ordinary shares, exercised their right to redeem those shares for cash at a price of approximately $11.00 per share, for an aggregate of $1,409,139.27. The transaction with USARE closed on March 13, 2025 and began trading on March 14, 2025 under the ticker USAR. We believe USARE represents a promising opportunity in an industry with significant tailwinds. We believe the deal s valuation was attractive and the significant $31.7 million capital commitment from affiliates of IPXX s sponsor and their network of investors supporting the transaction was a main differentiator. USARE s shares of common stock are, and its warrants were, listed on the Nasdaq Stock Market under the symbols USAR and USARW, respectively. On December 22, 2025, the closing price of shares of the common stock was $14.04 per share. Under the terms of the warrant agreement governing USAR s warrants, USAR had the right to redeem all outstanding warrants if the last sales price of the common stock was at least $18.00 per share for any 20 trading days within any 30-day trading period ending on the third business day prior to the date on which a notice of redemption is given. The last sales price of the common stock was at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on October 27, 2025. Accordingly, USARE redeemed the warrants effective as of December 1, 2025. In January 2024, members of our management team founded IPCX, a SPAC formed for substantially similar purposes as our company. IPCX completed its initial public offering in April 2025, in which it sold 25,300,000 units, each consisting of one Class A ordinary share of IPCX and one right to receive one-tenth of one Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $253,000,000. On August 25, 2025, IPCX announced its business combination with A1R WATER, a global leader in atmospheric water generation. The transaction is expected to close in the first quarter of 2026. IPCX s units, Class A ordinary shares and rights are listed on Nasdaq under the symbols IPCXU , IPCX and IPCXR , respectively. On December 22, 2025, the closing prices of its units, Class A ordinary shares and rights were $10.46, $10.13 and $0.36, respectively. In June 2024, IPF provided the risk capital to form Inflection Point Acquisition Corp. IV (f/k/a Bleichroeder Acquisition Corp. I, IPDX ), a SPAC formed for substantially similar purposes as our company by a separate management team. IPDX completed its initial public offering in November 2024, in which it sold 25,000,000 units, each consisting of one Class A ordinary share of IPDX and one right to receive one-tenth of one Class A ordinary share of IPDX upon consummation of IPDX s initial business combination, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $250,000,000. IPF has an economic interest in approximately 60.1% of the founder shares and 100% of the private placement securities of IPDX. In July 2025, Messrs. Blitzer and Shannon were appointed as President and Chief Executive Officer, and Chief Operating Officer, respectively, of IPDX. Mr. Blitzer was also appointed to the board of directors. On August 14, 2025, IPDX announced a business combination agreement with Merlin Labs, Inc., a leading developer of assured, autonomous flight technology for defense customers. The transaction is expected to close in the first quarter of 2026. IPDX s units, Class A ordinary shares and rights are listed on Nasdaq under the symbols BACQU , BACQ and BACQR , respectively. On December 22, 2025, the closing prices of its units, Class A ordinary shares and rights were $11.80, $10.86 and $0.81, respectively. In May 2024, a separate management team formed a special purpose acquisition company, Maywood Acquisition Corp. ( IPEX ) for substantially similar purposes as our company. IPEX completed its initial public offering in February 2025, in which it sold 8,625,000 units, each consisting of one IPEX Class A ordinary share and one right to receive one-fifth of one IPEX Class A ordinary share upon consummation of IPEX s initial business combination, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $250,000,000. In September 2025, IPF acquired control of IPEX, as well as approximately 33% of the founder shares of IPEX. In connection with such acquisition, Messrs. Blitzer and Shannon were appointed as Chairman and Chief Executive Officer, and Chief Operating Officer, respectively, of IPEX. Mr. Blitzer was also appointed to the board of directors. On October 14, 2025, IPEX announced a business combination agreement with GOWell Technology Limited, a leading global innovator in well logging technologies. The transaction is expected to close in the first half of 2026. 4 Table of Contents IPEX s units, Class A ordinary shares and rights are listed on Nasdaq under the symbols IPEXU , IPEX and IPEXR , respectively. On December 22, 2025, the closing prices of its units, Class A ordinary shares and rights were $11.41, $10.28 and $0.93, respectively. Past performance by our management team, including with respect to IPAX, IPXX, IPCX, IPDX and IPEX is not a guarantee of success with respect to any initial business combination we may pursue or complete. You should not rely on the historical record of the performance of our management team or businesses associated with it, including, IPAX, IPXX, IPCX, IPDX and IPEX, as indicative of our management team s future performance, of an investment in us, or the returns our management team will, or are likely to, generate going forward. Our directors and officers, or their respective affiliates, expect in the future to become affiliated with other SPACs that may have acquisition objectives that are similar to ours. See Risk Factors Risks Relating to our Management Team Our officers, directors and director nominees presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other SPACs, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented. Directors and Officers Our board includes executives who are currently running venture capital firms which will support our ability to identify, analyze, and ultimately close a business combination with a target company that fits our investment criteria. Our management team has the necessary corporate, nancial and investment experience to successfully pursue acquisitions with companies via a myriad of potential transaction structures. We envision a transaction may be derived from many di erent business in ection points, which include, but are not limited to: (i) corporate carve outs; (ii) privately owned, fast-growing businesses seeking an e cient path to becoming public; (iii) venture capital and private equity owned businesses whose growth can be further accelerated; and (iv) businesses that would similarly bene t from a partnership with our management team. Whether a carve-out or whole company acquisition, we are pro cient in identifying attractive opportunities and continuously adding value post deal execution. Our officers and directors are as follows: Michael Blitzer Michael Blitzer has been our Chairman since December 2025 and a director since September 2025. Mr. Blitzer has served as the Chairman and CEO of IPCX (Nasdaq: IPCX), a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Air Water Ventures Holdings Limited on August 25, 2025. He also has served since July 2025 as the President and CEO and director of IPDX (Nasdaq: BACQ), a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Merlin Labs, Inc. on August 13, 2025, and since September 2025, as the Chairman and Chief Executive Officer of IPEX (Nasdaq: IPEX), a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with GOWell Technology Limited on October 14, 2025. Mr. Blitzer previously served as co-CEO and director of Inflection Point Acquisition Corp., a special purpose acquisition company, from February 2021 until the completion of its business combination with Intuitive Machines, LLC in February 2023. Mr. Blitzer also served as the Chairman and CEO of IPXX from March 2023 until the closing of its business combination with USARE in March 2025. He currently sits on the board of directors and audit committee of Intuitive Machines, Inc. (Nasdaq: LUNR) and is the Chairman of USA Rare Earth, Inc. (Nasdaq: USAR). Mr. Blitzer is the founder and co-CEO of Kingstown Capital Management ( Kingstown ), which he founded in 2006 and grew to a multi-billion asset manager with some of the world s largest endowments and foundations as clients. Over 19 years, Kingstown has invested in public and private equities, SPACs, PIPEs, and derivatives. At Kingstown, Mr. Blitzer has overseen and participated in nearly all the firm s investment decisions including countless public and private investments in disruptive growth industries. Mr. Blitzer brings an in-depth understanding of public markets and has invested in a variety of corporate transactions such as spin-offs, rights offerings, public offerings, privatizations, and mergers & acquisitions. Mr. Blitzer began his Wall Street career at J.P. Morgan Securities in 1999 advising 5 Table of Contents companies globally in private debt and equity capital raises followed by work at the investment fund Gotham Asset Management, which was founded by the author and investor Joel Greenblatt. Mr. Blitzer taught courses in Investing at Columbia Business School for five years in the 2010s. He holds an M.B.A. from Columbia Business School and a B.S. from Cornell University where he received the Cornell Tradition Fellowship. Mr. Blitzer is a trustee of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee. Kevin Shannon Kevin Shannon has been our CEO since December 2025. Mr. Shannon has served as COO of IPCX, a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Air Water Ventures Holdings Limited on August 25, 2025. He also has served since July 2025 as the COO of IPDX, a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Merlin Labs, Inc. on August 13, 2025, and since September 2025, as the COO of IPEX, a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with GOWell Technology Limited on October 14, 2025. He previously served as Chief of Staff of IPXX from March 2023 until March 2025 and as Chief of Staff of IPAX from March 2021 to February 2023. In his role as COO of IPCX, IPDX and IPFX, and Chief of Staff for IPXX and IPAX, Mr. Shannon was an active participant in all target search, negotiation, and due diligence workstreams. Mr. Shannon is a founder and partner of Inflection Point Asset Management, which he co-founded with Michael Blitzer in 2024. Inflection Point Asset Management invests in concentrated SPAC sponsor and PIPE positions, primarily focused on backing the Inflection Point franchise of SPACs. Mr. Shannon also currently serves as Capital Markets Advisor for Intuitive Machines, Inc and as Special Advisor to USA Rare Earth, Inc. Prior to Inflection Point Asset Management, Mr. Shannon was a Principal at The Venture Collective from April of 2023 to March of 2024 helping to source and diligence later stage investments for the venture capital firm. Before that, Mr. Shannon was a Senior Analyst at Kingstown Capital from March of 2021 to March of 2023. Mr. Shannon began his career in Equity Capital Markets at Bank of America, spending time working across the Technology, Industrials, Equity-Linked, and SPAC teams within ECM. Mr. Shannon holds a B.A. from Colgate University. Business Strategy Our business strategy is to identify and complete our initial business combination with a company that complements the experiences and skills of our management team. Our selection process will leverage our leadership team s deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. Over the course of our leadership s careers, they have developed experience in: Investing in and actively driving the growth of venture-stage and early-stage companies across industries; Advising on billions of dollars of securities offerings across sectors; and Sourcing, researching and investing in countless special situation and corporate transformation opportunities with a multi-year hold period enabled by deep sector knowledge and close management relationships. Our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. We believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for transformational growth. Our objectives are to generate attractive returns for shareholders and enhance value through improving operational performance of the target company. We expect to favor opportunities with certain industry and business characteristics. Key industry characteristics include stable long-term growth trends and industry fundamentals, 6 Table of Contents attractive competitive dynamics, limited fad or technological disruption risks and potential consolidation opportunities. Key business characteristics include high year over year expansion, attractive market positions and competitive advantages, strong operating margins and free cash flow characteristics, opportunities for operational improvement and scalable business models. In addition, we believe our ability to complete our initial business combination will be significantly enhanced by IPF s intention to invest an aggregate of $25,000,000 into a PIPE transaction in connection with our initial business combination, subject to diligence and approval of IPF s investment committee. Any such commitment and purchase will be subject to approval of IPF s investment committee prior to the closing of our initial business combination. Accordingly, if IPF s investment committee does not give its approval, IPF s will not be obligated to make such investment. Further, we have the right, in our sole discretion, to reduce the amount of or decline such investment. We expect that the terms of any such PIPE transaction will be negotiated with the applicable business combination target and investors (including IPF), at the time a business combination agreement is signed. As a result of additional costs in connection with such anticipated PIPE transaction, we are entitled to withdraw a maximum of $500,000 of funds from interest earned on the trust account for working capital purposes per year (plus the rollover of unused amounts from prior years). Business Combination Criteria We intend to seek to acquire companies that we believe: operate in disruptive growth industries; exhibit operational success and a robust demand landscape; carry potential to expand into new business segments and geographies; reveal mismatch between current performance and perceived value by the marketplace; can benefit from and are willing to embrace our leadership team s knowledge and experience in growing and scaling businesses; are at an inflection point where we believe we can drive improved financial performance; are valued attractively relative to their existing financial metrics; and offer an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks. 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. We may decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, and in the event we do so, 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 proxy solicitation materials or tender offer documents that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, clinical, legal and other information about the target and its industry which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination. 7 Table of Contents Initial Business Combination We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares in connection with the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding ordinary shares, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. 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. 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. If we seek shareholder approval for an extension, public shareholders will be offered an opportunity to redeem their public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the effective date of such extension, including interest earned thereon and not previously released to us for permitted withdrawals, divided by the number of then-outstanding public shares, subject to applicable law, if such extension is implemented. 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 and not previously released to us for permitted withdrawals (less up to $100,000 of interest to pay liquidation expenses), divided by the number of then-outstanding public shares, subject to applicable law and certain conditions as further described herein. Except for permitted withdrawals, prior to the consummation of our initial business combination, none of the funds on deposit in the trust account, including interest earned on the funds held in the trust account, may be released to us to fund our working capital requirements. We expect the pro rata redemption price to be approximately $10.00 per public share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders. Nasdaq rules require that 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 the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the agreement to enter into the initial 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 (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will 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. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. 8 Table of Contents 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, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or 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. 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 issued and 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 Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the aggregate value of all of the target businesses will be taken into account for purposes of the 80% fair market value test. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Further, as the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. Because of our limited resources and such increased competition for business combination opportunities, including from other SPACs or other entities having a similar business objective to us, it may be more difficult for us to complete our initial business combination or negotiate attractive terms for our initial business combination. Depending on who our competitors will be when negotiating a business combination transaction, we may also be at a competitive disadvantage in successfully negotiating an initial business combination. For more information also see Risk Factors Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination In recent years, the number of SPACs that have completed initial business combinations with target companies has increased substantially and there remain a large number of SPACs that are searching for initial business combination targets, potentially resulting in more competition for remaining attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination and Risk Factors Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. 9 Table of Contents Our Sponsor Our sponsor, Inflection Point Acquisition Holdings VI LLC, is a Delaware limited liability company, which was formed to invest in us. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor s business is focused on investing in our company. The manager of our sponsor is Inflection Point Asset Management. The principal investor in our sponsor is IPF. Inflection Point Asset Management and Inflection Point GP I LLC are the investment manager and general partner, respectively, of IPF. Michael Blitzer, our Chairman, controls each of our sponsor, IPF, Inflection Point Asset Management and Inflection Point GP I LLC, including the exercise of voting and investment discretion over the securities of our company held by our sponsor. As of the date of this prospectus, IPF, Inflection Point Asset Management, Inflection Point GP I LLC and Mr. Blitzer have a direct or indirect material interest in our sponsor. Except as described below, no other person has a direct or indirect material interest in our sponsor. In addition, each member of our management team owns, or will own, directly or indirectly, interests in our sponsor. Through membership interests in our sponsor, IPF will receive an indirect interest in [ ] founder shares and [ ] private placement warrants, our Chairman, Mr. Blitzer, will receive an indirect interest in [ ] founder shares, our Chief Executive Officer, Kevin Shannon, will receive an indirect interest in [ ] founder shares, and [ ]. Certain members of our board of directors and our management team, including Mr. Blitzer and Mr. Shannon, also have indirect interests in IPF. Other than our board of directors and management team, none of the other members of our sponsor will participate in our company s activities. Compensation of Sponsor, Sponsor s Affiliates and Directors and Officers The table below summarizes (i) the number of founder shares and private placement warrants issued or to be issued to the sponsor and Cantor Fitzgerald & Co. simultaneously with the consummation of this offering and the price paid or to be paid by the sponsor or Cantor Fitzgerald & Co. for such securities, and (ii) the main items of compensation received or eligible to be received by the sponsor, our sponsor s affiliates and our directors and officers: Entity/Individual Amount of Compensation Received or to be Received or Securities Issued or to be Issued Consideration Sponsor 8,433,333 founder shares(1) (of which 1,100,000 are subject to forfeiture to the extent the underwriters do not exercise their overallotment option) $25,000 or approximately $0.003 per founder share 5,000,000 private placement warrants $5,000,000 or $1.00 per private placement warrant Cantor Fitzgerald & Co. 2,400,000 private placement warrants $2,400,000 or $1.00 per private placement warrant Inflection Point Fund I, LP Up to $300,000 Repayment of loans made to us to cover offering related and organizational expenses Up to $25,000,000 of PIPE securities.(2) Up to $25,000,000 Inflection Point Asset Management LLC Commencing on the date the securities of the Company are first listed on Nasdaq, $29,166.67 per month The services of Kevin Shannon, Chief Executive Officer and for office space and administrative services provided to members of our management team. Sponsor, officers, directors or our or their affiliates Up to $1,500,000 in working capital loans by our sponsor, our sponsor s affiliates and our directors or officers. Such loans may be converted at the option of the lender into private placement warrants at a conversion price of $1.00 per warrant(3) Working capital loans to fund working capital deficiencies or finance transaction costs in connection with an initial business combination 10 Table of Contents Entity/Individual Amount of Compensation Received or to be Received or Securities Issued or to be Issued Consideration Up to $500,000 per year from interest accrued on the trust account (plus rollover of unused amounts from prior years) for working capital purposes Services in connection with identifying, investigating and completing an initial business combination Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.(4) Services in connection with identifying, investigating and completing an initial business combination ____________ (1) As described below under Offering Founder shares conversion and anti-dilution rights, the Class B ordinary shares and Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares may result in material dilution to our public shareholders due to the nominal price of $0.003 per founder share at which our sponsor purchased the founder shares and/or the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Further, if we increase or decrease the size of the offering, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 25% of our issued and outstanding ordinary shares upon the consummation of this offering. Such adjustment may result in material dilution to our public shareholders. Our sponsor, directors and officers and their affiliates may receive additional compensation and/or may be issued additional securities in connection with an initial business combination, including securities that may result in material dilution to public shareholders. For more information also see below under Offering Limited payments to insiders and Offering Additional financing. For more information on the dilutive effect of the founder shares and the Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares, see the section titled Risk Factors Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination 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 at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks on page 66, Risks Relating to our Securities The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an 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 on page 85, and Risks Relating to our Securities Our initial shareholders paid an aggregate of $25,000, or approximately $0.003 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares on page 84. (2) The effective price per security in any such PIPE transaction is not currently known. We expect that the terms of any such PIPE transaction will be negotiated with the applicable business combination target and investors (including IPF), at the time a business combination agreement is signed. The effective price per security issued in any such PIPE transactions may be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. Any such issuances of equity securities at a price that is less than $10.00 or the prevailing market price of our shares at that time could be structured to ensure a return on investment to the investors and could materially dilute the interests of our existing shareholders in a manner that would not ordinarily occur in a traditional initial public offering and could result in both a reduction in the trading price of our shares to the price at which we issue such equity securities and fluctuations in the net tangible book value per share of the combined company s securities following the completion of our initial business combination. We may also provide price protection or other incentives, or issue convertible securities such as preferred equity or convertible debt, and the exercise or conversion price of those securities may be fixed or adjustable, and may be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. Therefore, any such PIPE transaction may result in material dilution to holders of our shares. For more information also see Risk Factors Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan 11 Table of Contents 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 at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks and We may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could materially dilute the interests of our existing shareholders and add costs. (3) The $1.00 per private placement warrant conversion price for such working capital loans may potentially be significantly less than the market price of our warrants at the time the lenders elect to convert their working capital loans into private placement warrants. Therefore, such private placement warrant issuances may result in significant dilution to holders of our shares. For more information also see Risk Factors Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination We may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could materially dilute the interests of our existing shareholders and add costs. (4) For more information, also see Effecting Our Initial Business Combination Sources of Target Businesses, Management Executive Officer and Director Compensation and Certain Relationships and Related Party Transactions. Members of our management team will directly or indirectly own founder shares and/or private placement warrants 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 and in negotiating or accepting the terms of the transaction because of their financial interest in completing an initial business combination within the completion window. The low price that our sponsor and management team (directly or indirectly) paid for the founder shares creates an incentive whereby they 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, the founder shares and private placement warrants may expire worthless, except to the extent they entitle the holders thereof to receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, 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. Similarly, additional conflicts of interests may arise and incentives may be created to select an acquisition target that subsequently declines in value and is unprofitable for public shareholders instead of not consummating a business combination if (i) after the redemption of public shareholders no assets are available outside of the trust account to repay any loans extended to us by our sponsor, affiliates of our sponsor or our officers and directors and to reimburse our sponsor and others for any out-of-pocket expenses incurred in connection with identifying, investigating and completing an initial business combination or (ii) not consummating a business combination within the allotted time may require service providers to forfeit their fees. 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 or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our officers and directors may have a conflict of interest with respect to negotiating the terms of a PIPE transaction in which IPF is a participant. Pursuant to written agreements to be entered with us, our sponsor, each member of our management team and Cantor Fitzgerald & Co. will agree to restrictions on its, his or her ability to transfer, assign, or sell founder shares and private placement warrants, as summarized in the table below. For more information on non-contractual resale restrictions, also see Securities Eligible for Future Sale Rule 144, Securities Eligible for Future Sale Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies and Securities Eligible for Future Sale Summary of resale restrictions. 12 Table of Contents Subject Securities Transfer Restrictions Natural persons and entities subject to transfer restrictions Exceptions to transfer restrictions Founder Shares Agreement not to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (each of the foregoing, a Transfer ), until the earlier of (A) 180 days after the completion of our initial business combination and (B) subsequent to our initial business combination, the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Our sponsor, officers, directors and director nominees Restrictions are not applicable to transfers (a) to our officers, directors, advisors or consultants, any affiliate or family member of any of our officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person s immediate family or to a trust, the beneficiary of which is a member of such person s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) distributions from our sponsor to its members, partners or stockholders pursuant to our sponsor s limited liability company agreement; (g) by virtue of the laws of the Cayman Islands or our sponsor s limited liability company agreement upon dissolution of 13 Table of Contents Subject Securities Transfer Restrictions Natural persons and entities subject to transfer restrictions Exceptions to transfer restrictions our sponsor, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g) (such transactions described in clauses (a) through (j), collectively permitted transfers ); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the agreement. Private Placement Warrants and Underlying Shares No Transfer until 30 days after the completion of our initial business combination. Our sponsor, officers, directors, director nominees, other initial shareholders and Cantor Fitzgerald & Co. Same as above (other than clause (g) with respect to the inclusion of Cantor Fitzgerald & Co.). Pursuant to the letter agreement, for the benefit of Cantor Fitzgerald & Co., our sponsor and the members of our management team will also agree that, for a period of 180 days from the date of this prospectus, they will not, without the prior written consent of Cantor Fitzgerald & Co., offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Class A ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, Class A ordinary shares, subject to customary exceptions. Cantor Fitzgerald & Co. in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. The letter agreement will also provide that our sponsor and our management team agree to vote any founder shares and any public shares they may own in favor of a proposed initial business combination (except with respect to any public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto) if we seek shareholder approval for such business combination and in favor of any proposals recommended by our board of directors in connection with such business combination. Further, our sponsor and management team will also agree not to redeem any public shares they may hold in connection with such shareholder approval. The letter agreement may not be changed, amended, modified or waived as to any particular provision, except by a written instrument executed by (i) each individual signatory to the letter agreement with respect to herself or himself, as applicable, 14 Table of Contents to the extent she or he are the subject of any such change, amendment, modification or waiver, (ii) us, and (iii) our sponsor. Pursuant to the underwriting agreement, we will agree to not amend, modify or otherwise change the letter agreement without the prior written consent of Cantor Fitzgerald & Co., which will not be unreasonably delayed, conditioned or withheld. 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. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities. For more information, also see Risk Factors Risks Relating to our Management Team Our letter agreement with our sponsor and management team may be amended without shareholder approval and Underwriting Lock-up. In order to facilitate our initial business combination or for any other reason determined by our sponsor, our sponsor may, in its sole discretion (with respect to permitted transfers) and otherwise with our consent (i) surrender or forfeit, transfer or exchange our founder shares, private placement warrants or any of our other securities held by it, including for no consideration in connection with a PIPE financing or otherwise, (ii) subject any such securities to earn-outs or other restrictions, and (iii) enter into any other arrangements with respect to any such securities. We may approve an amendment or waiver of the letter agreement that would allow the sponsor to directly, or members or manager of our sponsor to indirectly, transfer founder shares and private placement warrants or membership interests in our sponsor in a transaction in which the sponsor removes itself as our sponsor before identifying a business combination. As a result, there is a risk that Inflection Point Asset Management LLC, IPF, Inflection Point GP I LLC and their respective affiliates, our sponsor and our officers and directors may divest their ownership or economic interests in us or in our sponsor, which would likely result in our loss of certain key personnel, including Michael Blitzer or Kevin Shannon and could also result in a change to our acquisition strategy and criteria and our industry focus without shareholders having the ability to consider the merits of a change in the management team. There can be no assurance that any replacement sponsor or key personnel will successfully identify a business combination target for us, or, even if one is so identified, successfully complete such business combination. For more information, see Risk Factors General Risk Factors Our sponsor has the ability to remove itself as the Company s sponsor or to substantially reduce its interests in the Company before identifying an initial business combination, which may result in change in the strategy and focus of our Company in pursuing an 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 at least one other 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. Our amended and restated memorandum and articles of association will provide that, 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, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. 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 because the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are (i) not themselves in the business of engaging in business combinations or (ii) though in the business of engaging in business combinations, have already entered into a binding agreement with a target company. In addition, our sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, we do not believe that any such potential conflicts would materially 15 Table of Contents affect our ability to complete our initial business combination because we expect that our company will generally have priority over any other SPACs subsequently formed by our sponsor, officers or directors with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Further, our founders, officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. 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. 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. If we seek shareholder approval for an extension, public shareholders will be offered an opportunity to redeem their public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the effective date of such extension, including interest earned thereon (less permitted withdrawals), divided by the number of then-outstanding public shares, subject to applicable law, if such extension is implemented. There is no limit on the number or length of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend, our sponsor, management team and other initial shareholders will lose their entire investment in our founder shares and our private placement warrants, except to the extent they entitle the holders thereof to receive liquidating distributions from assets outside the trust account. For more information, also see Risk Factors Risks Relating to our Securities Since our sponsor, management team and other initial shareholders will likely 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 in negotiating or accepting the terms of the transaction because of their financial interest in completing an initial business combination within the completion window. Corporate Information Our executive offices are located at 167 Madison Avenue, Suite 205 #1017, New York, New York 10016, and our telephone number is (212) 476-6908. 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 Act. 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 (As revised) of the Cayman Islands, for a period of 20 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 16 Table of Contents 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 dividend 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. 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, or 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, 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 are held by non-affiliates 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 will 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 (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) 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 is equal to or exceeds $700 million as of the prior June 30. Prior to the date of this prospectus, 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, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. 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. 17 Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a special purpose acquisition company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors. Securities offered: 22,000,000 units (or 25,300,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed Nasdaq symbols: Units: IPFXU Class A Ordinary Shares: IPFX Warrants: IPFXW Trading commencement and separation of Class A ordinary shares and warrants: The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K: In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. 18 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering(1) 22,000,000 Ordinary shares: Number outstanding before this offering(2) 8,433,333 Number outstanding after this offering(3)(4) 29,333,333 Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,400,000 Number of warrants to be outstanding after this offering and the private placement(5) 14,733,333 Exercisability: Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have structured each unit to contain one-third of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar SPACs which contain whole warrants exercisable for one share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive business combination partner for target businesses. ____________ (1) Assumes no exercise of the underwriters over-allotment option and 1,100,000 founder shares are surrendered to us for no consideration. (2) Includes up to 1,100,000 founder shares that will be surrendered to us for no consideration depending on the extent to which the underwriters over-allotment option is exercised. (3) Comprised of 22,000,000 Class A ordinary shares included in the units to be sold in this offering and 8,433,333 Class B ordinary shares (or founder shares). Founder shares are currently classified as Class B ordinary shares, which 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 holder on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Assumes surrender of all 1,100,000 founder shares. Up to 1,100,000 founder shares will be surrendered to us for no consideration depending on the extent to which the underwriters over-allotment option is exercised. (5) Comprised of 7,333,333 public warrants included in the units to be sold in this offering and 7,400,000 private placement warrants to be sold in the private placement. 19 Table of Contents Exercise price: $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and this offering), and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period: The warrants will become exercisable 30 days after the completion of our initial business combination, provided that no warrant will be exercisable for cash and we will not be obligated to issue ordinary shares upon exercise of a warrant unless the ordinary shares issuable upon such warrant exercise have been registered on a registration statement on Form S-1, Form S-3, Form F-1, or Form F-3, as applicable, following our initial business combination and such ordinary shares have been qualified or deemed exempt from registration or qualification under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available. In the event that such condition is not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant for cash and such warrant may have no value and expire worthless, in which case the purchaser of a unit containing public warrants will have paid the full purchase price for the unit solely for the ordinary shares underlying the unit. In no event will we be required to net cash settle any warrant. 20 Table of Contents We are registering the ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement on Form S-1, S-3, F-1, or F-3, as applicable, for the registration under the Securities Act of the ordinary shares issuable upon exercise of the warrants, to use commercially reasonable efforts to cause the same to become effective following the closing of our initial business combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the warrants expire or are redeemed, as specified in the warrant agreement. If any such registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, then beginning on the 61st business day after the closing of our initial business combination and ending upon such registration statement being declared effective by the SEC, and during any other period when we have failed to maintain an effective registration statement covering the ordinary shares issuable upon exercise of the public warrants, warrant holders will have the right to exercise such public warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect such registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation; provided, however, that the private placement warrants issued to Cantor Fitzgerald & Co. will not be exercisable more than five years after the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(g)(8). On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. 21 Table of Contents Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 We may redeem the outstanding warrants: in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants Redemption Procedures Anti-dilution Adjustments ) for any 20 trading days within a 30-trading day period commencing at least 150 days after completion of our initial business combination and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the measurement period. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of Class A ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such Ordinary Shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. Founder shares: The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to the closing of our initial business combination, and while any Class B ordinary shares are issued and outstanding, only holders of 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); the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; 22 Table of Contents the founder shares are automatically convertible into our Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights ; and our sponsor, officers and directors will enter into a letter agreement with us, pursuant to which they will agree to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business combination if we determine it is desirable to facilitate the completion of the initial business combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with an amendment to 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; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account; and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except with respect to any public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). 23 Table of Contents Founder shares conversion and anti-dilution rights: The founder shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder 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. 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, 25% of the sum of (i) the total number of ordinary shares issued and outstanding (after giving effect to any redemptions of public shares by public shareholders) after such conversion, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined below) 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 exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent shares issued to our sponsor, members of our management team or any of their affiliates upon conversion of working capital loans made to the company; provided that such conversion of founder shares will never occur on a less than one-for-one basis. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in connection with our initial business combination, including, but not limited to, a PIPE transaction, or another private placement of equity or debt. Voting: Except as set forth below, holders of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in our amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law requires the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding ordinary shares, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company. Approval of certain actions require a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds majority of the holders of the issued and outstanding ordinary shares, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company, and pursuant to our amended and restated memorandum and articles of association, such actions include, but are not limited to, amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than 50% of our ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the closing of our initial business combination, and while any Class B ordinary shares are issued and outstanding, only holders 24 Table of Contents 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). These provisions of our amended and restated memorandum and articles of association may be amended by a special resolution passed by not less than 90% of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company. With respect to any other matter submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, including any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding ordinary shares, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company. Our sponsor and management team will agree to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except with respect to any public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). As a result, in addition to our founder shares, we would need 7,333,334, or 33.3%, of the 22,000,000 public shares included in the units sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any public shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. Private placement warrants: Our sponsor and Cantor Fitzgerald & Co. will commit, pursuant to written agreements, to purchase an aggregate of 7,400,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $7,400,000 in the aggregate, in a private placement that will close simultaneously with the closing of this offering. Of those 7,400,000 private placement warrants, our sponsor has agreed to purchase 5,000,000 warrants and Cantor Fitzgerald & Co. has agreed to purchase 2,400,000 warrants. The private placement warrants 25 Table of Contents will also be worthless if we do not complete our initial business combination. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $220,000,000 (or $253,000,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. The private placement warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) with respect to private placement warrants held by Cantor Fitzgerald & Co. and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8). If we do not complete our initial business combination within the completion window, the private placement warrants will expire worthless. The private placement warrants to be purchased by Cantor Fitzgerald & Co. or its affiliates are deemed underwriters compensation by FINRA pursuant to FINRA Rule 5110. Transfer restrictions on founder shares, private placement warrants and Class A ordinary shares underlying private placement warrants: Our initial shareholders will agree not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) 180 days after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. 26 Table of Contents PIPE Participation: IPF, an affiliate of our sponsor and our executive officers, intends, but will not be obligated to, invest an aggregate of $25,000,000 into a PIPE transaction in connection with our initial business combination, subject to diligence and approval of IPF s investment committee. Any such commitment and purchase will be subject to approval of IPF s investment committee prior to the closing of our initial business combination. Accordingly, if IPF s investment committee does not give its approval, IPF will not be obligated to make such investment. Further, we have the right, in our sole discretion, to reduce the amount of or decline such investment. As a result of additional costs in connection with such anticipated PIPE transaction, we are entitled to withdraw a maximum of $500,000 of funds from interest earned on the trust account for working capital purposes per year (plus the rollover of unused amounts from prior years). We expect that the terms of any such PIPE transaction will be negotiated with the applicable business combination target and investors (including IPF), at the time a business combination agreement is signed. For more information also see Risk Factors Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination 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 at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks and We may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could materially dilute the interests of our existing shareholders and add costs. Proceeds to be held in trust account: Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the concurrent sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $220,000,000, or $253,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and 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 which invest only in direct U.S. government treasury obligations, after deducting $4,400,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $3,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $9,900,000 (or up to $12,045,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. 27 Table of Contents Except with respect to interest earned on the funds held in the trust account that may be released to us as permitted withdrawals, if any, the proceeds from this offering and the sale of the private placement warrants deposited into the trust account will not be released from the trust account until the earliest of (i) the completion of our initial business combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business combination if we determine it is desirable to facilitate the completion of the 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 an amendment of our amended and restated memorandum and articles of association to (A) 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. Ability to extend time to complete business combination 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. If we anticipate that we may be unable to consummate our initial business combination within such completion window, 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, public shareholders will be offered an opportunity to redeem their public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two days prior to the effective date of such extension, including interest earned thereon and not previously released to us for permitted withdrawals, divided by the number of then-outstanding public shares, subject to applicable law, if such extension is implemented. There is no limit on the number or length of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend, our sponsor, management team and other initial shareholders will lose their entire investment in our founder shares and our private placement warrants, except to the extent they entitle the holders thereof to receive liquidating distributions from assets outside the trust account. For more information, also see Risk Factors Risks Relating to our Securities Since our sponsor, management team and other initial shareholders will likely 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 in negotiating or accepting the terms of the transaction because of their financial interest in completing an initial business combination within the completion window. 28 Table of Contents If we are unable to complete our initial business combination within 24 months from the closing of this offering and do not 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, 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 (less up to $100,000 of interest to pay liquidation expenses), divided by the number of then-outstanding public shares, subject to applicable law and certain conditions as further described herein. Anticipated expenses and funding sources: Except in connection with completion of our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest as permitted withdrawals and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. The proceeds held in the trust account will be 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 which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof or as cash or cash items, including in demand deposit accounts. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account as permitted withdrawals and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $2,250,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender. 29 Table of Contents Conditions to completing our initial business combination: Nasdaq rules require that 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 the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the agreement to enter into the initial 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 (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will 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. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise 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 our initial business combination may collectively own a minority interest in the post business combination 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 issued and 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 the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the aggregate value of all of the target businesses will be taken into account for purposes of the 80% fair market value test and we will treat the transactions together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable. 30 Table of Contents Permitted purchases of public shares and public warrants by our affiliates: If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, initial shareholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Effecting Our Initial Business Combination Permitted Purchases of Our Securities. for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our sponsor, directors, officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Additionally, in the event our sponsor, initial shareholders, directors, officers, advisors or their affiliates were to purchase shares or warrants from public shareholders such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following: our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares, rights or warrants from public shareholders outside the redemption process, along with the purpose of such purchases; 31 Table of Contents if our sponsor, initial shareholders, directors, officers, advisors or their affiliates were to purchase shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process; our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction; our sponsor, initial shareholders, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and we would disclose in a Current Report on Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items: the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders, directors, officers, advisors or their affiliates, along with the purchase price; the purpose of the purchases by our sponsor, initial shareholders, directors, officers, advisors or their affiliates; the impact, if any, of the purchases by our sponsor, initial shareholders, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved; the identities of our security holders who sold to our sponsor, initial shareholders, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers, advisors or their affiliates; and the number of our securities for which we have received redemption requests pursuant to our redemption offer. Please see Proposed Business Permitted Purchases of Our Securities for a description of how such persons will determine from which shareholders to seek to acquire securities. The purpose of any such transaction could be to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an 32 Table of Contents agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Please see Risk Factors If we seek shareholder approval of our initial business combination, sponsor, initial shareholders, directors, officers, advisors or their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our securities. Redemption rights for public shareholders upon completion of our initial business combination: We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares in connection with the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to public shareholders who properly redeem their public shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights in connection with the completion of our initial business combination with respect to our rights. Our sponsor and management team will enter into a letter agreement with us, pursuant to which they will agree to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business combination if we determine it is desirable to facilitate the completion of the initial business combination. 33 Table of Contents Manner of conducting redemptions: We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s shareholder approval rules. The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at least two-thirds majority of the holders of the issued and outstanding ordinary shares present in person or, where proxies are allowed, by proxy at a general meeting of the company. If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding ordinary shares, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company. A quorum for such meeting will be present if the holders of one third of the total issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor and management team will count toward this quorum and, pursuant to the letter agreement, they will agree to vote their founder shares, and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business 34 Table of Contents combination (except with respect to any public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our founder shares, we would need 7,333,334, or 33.3%, of the 22,000,000 public shares included in the units sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any public shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, we will not need any public shares in addition to our initial shareholders founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, being the affirmative vote of at least a two-thirds majority of the holders of the issued and outstanding ordinary shares, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company. These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than 35 Table of Contents the number of shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the initial scheduled date of the general meeting to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent not later than two business days prior to the initial scheduled date of the general meeting to approve the initial business combination in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their public shares. Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of 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 arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. 36 Table of Contents Limitation on redemption rights of shareholders holding 15% or more of the then-outstanding public shares if we hold shareholder vote: Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the then-outstanding public shares without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their public shares as a means to force us, our sponsor or our management team to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the then-outstanding public shares could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the then-outstanding public shares, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the then-outstanding public shares) for or against our initial business combination. Release of funds in trust account in connection with closing of our initial business combination: In connection with the completion of the initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released to us from the trust account in connection with the completion of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 37 Table of Contents Additional financing: We intend to effectuate our initial business combination using cash from the proceeds of this offering, the sale of the private placement warrants, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. Generally, the issuance of additional shares in a business combination: may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded to Class A ordinary shares; could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, the post-business combination company s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of officers and directors; may have the effect of delaying or preventing a change of control of the post-business combination company by diluting the share ownership or voting rights of a person seeking to obtain control of the post-business combination company; and may adversely affect prevailing market prices for our units, Class A ordinary shares and/or rights. We may issue shares to investors in PIPE transactions in order to complete an initial business combination and provide sufficient liquidity and capital to the post-business combination entity. As of the date of this prospectus, we have no commitments to issue any shares in connection with such a transaction. However, IPF, an affiliate of our sponsor and our executive officers, intends, but will not be obligated to, invest an aggregate of $25,000,000 into a PIPE transaction in connection with our initial business combination, subject to diligence and approval of IPF s investment committee. Any such commitment and purchase will be subject to approval of IPF s investment committee prior to the closing of our initial business combination. Accordingly, if IPF s investment committee does not give its approval, IPF will not be obligated to make such investment. Further, we have the right, in our sole discretion, to reduce the amount of or decline such investment. We expect that the terms of any such PIPE transaction will be negotiated with the applicable business combination target and investors (including IPF), at the time a business combination agreement is signed. The price of the shares so issued in connection with an initial business combination may be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. 38 Table of Contents Any such issuances of equity securities at a price that is less than $10.00 or the prevailing market price of our shares at that time could be structured to ensure a return on investment to the investors and could materially dilute the interests of our existing shareholders in a manner that would not ordinarily occur in a traditional initial public offering and could result in both a reduction in the trading price of our shares to the price at which we issue such equity securities and fluctuations in the net tangible book value per share of the combined company s securities following the completion of our initial business combination. We may also provide price protection or other incentives, or issue convertible securities such as preferred equity or convertible debt, and the exercise or conversion price of those securities may be fixed or adjustable, and may be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. Such issuances could also result in additional transaction costs related to our initial business combination compared to a traditional initial public offering, including the placement fees associated with the engagement of a placement agent in connection with PIPE transactions. Therefore, any such PIPE transaction may result in material dilution to holders of our shares. Although we have no commitments as of the date of this prospectus to issue any notes or other debt, or to otherwise incur debt following this offering, we may choose to pursue a business combination in connection with which we incur substantial debt. No issuance of debt will affect the per share amount available for redemption from the trust account. However, if we issue debt securities or otherwise incur significant debt to banks or other lenders or the owners of a target, it could result in: default and foreclosure on the assets of the post-business combination company if its operating revenues are insufficient to repay its debt obligations; acceleration of the post-business combination company s obligations to repay such indebtedness, even if it makes all principal and interest payments when due, if it breaches certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; the post-business combination company s immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; the post-business combination company s inability to obtain necessary additional financing if the debt security contains covenants restricting its ability to obtain such financing while the debt security is outstanding; using a substantial portion of the post-business combination company s cash flow to pay principal and interest on its debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; 39 Table of Contents limitations on the post-business combination company s flexibility in planning for and reacting to changes in its business and in the industry in which it operates; and increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and limitations on the post-business combination company s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of its strategy and other purposes and other disadvantages compared to its competitors who have less debt. For more information also see Risk Factors Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination 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 at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks, We may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could materially dilute the interests of our existing shareholders and add costs, We may issue notes or other debt, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us, and We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we do not complete our initial business combination, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account. Redemption of public shares and distribution and liquidation if no initial business combination: Our amended and restated memorandum and articles of association provide that we will have only the completion window to complete our initial business combination. If we are unable to complete our initial business combination within the completion window, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 on the funds held in the trust account and not previously released to us for permitted withdrawals (less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public 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. There will be no redemption rights or 40 Table of Contents liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the completion window. Our sponsor and management team will enter into written agreements with us, pursuant to which they will waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the trust account. However, if our sponsor or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within the completion window and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor and management team will agree, pursuant to a letter agreement, that they will not propose any amendment to 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 do not complete our 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, unless we provide our public shareholders with the opportunity to redeem their public shares upon implementation 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 on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described above adjacent to Limitations on redemptions. For example, and as described above adjacent to Ability to extend time to complete business combination, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described above upon implementation of such amendment. This redemption right shall apply in the event of the implementation of any such amendment, whether proposed by our sponsor, any officer, director or director nominee, or any other person. There is no limit on the number or length of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend, our sponsor, management team and other initial shareholders will lose their entire investment in our founder shares and our private placement warrants, except to the extent they entitle the holders thereof to receive liquidating distributions from assets outside the trust account. 41 Table of Contents Limited payments to insiders: Prior to or in connection with our initial business combination, we expect to make certain payments and reimbursements, to our sponsor, officers or directors, or our or their affiliates, including but not limited to the following, which, if made prior to our initial business combination will be made from funds held outside the trust account (except as noted with respect to permitted withdrawals): Repayment of up to an aggregate of $300,000 in loans made to us by IPF, an affiliate of our sponsor to cover offering-related and organizational expenses; Permitted withdrawals of up to $500,000 from interest earned on the trust account for working capital purposes per year (plus the rollover of unused amounts from prior years); Payment of an aggregate of $29,166.67 per month to Inflection Point Asset Management LLC, an affiliate of our sponsor and executive officers, for the services of Kevin Shannon, Chief Executive Officer and for office space and administrative services provided to members of our management team; Payment of consulting, success or finder fees to our sponsor, officers, directors, advisors, or their respective affiliates in connection with the consummation of our initial business combination; We may 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; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into additional private placement warrants at a price of $1.00 per warrant at the option of the lender. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. In addition, we will agree, pursuant to the services and indemnification agreement with our sponsor, IPAM and Kevin Shannon relating to the monthly payment for the services of Kevin Shannon, Chief Executive Officer and for office space and administrative services provided to members of our management team, described above, that we will indemnify our sponsor and IPAM from any claims arising out of or relating to this offering or the company s operations 42 Table of Contents or conduct of the company s business or any claim against our sponsor and/or IPAM alleging any expressed or implied management or endorsement by our sponsor and/or IPAM of any of the company s activities or any express or implied association between our sponsor and/or IPAM, on the one hand, and the company or any of its other affiliates, on the other hand, which agreement will provide that the indemnified parties cannot access the funds held in our trust account. Audit committee: We will establish and maintain an audit committee, which will be composed entirely of independent directors as and when required by the rules of Nasdaq and Rule 10A of the Exchange Act. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest: Each of our officers, directors and director nominees presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which such officer, director or director nominee 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. In addition, our sponsor, our officers and/or our directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination because (A) the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are either (i) not themselves in the business of engaging in business combinations or (ii) though in the business of engaging in business combinations, have already entered into a binding agreement with a target company and (B) we expect that our company will generally have priority over any other SPACs subsequently formed by our sponsor, officers or directors with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination. 43 Table of Contents Our officers and our directors may have interests that differ from you in connection with the business combination, including the fact that they will lose their entire investment in us if our initial business combination is not completed, except to the extent they entitle the holders thereof to receive liquidating distributions from assets outside the trust account, 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 and in negotiating or accepting the terms of the transaction because of their financial interest in completing an initial business combination within the completion window. Additionally, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination and in negotiating or accepting the terms of the transaction. For example, our directors and officers may prioritize a prospective initial business combination with a shorter timeline to completion over another acquisition target which may be more difficult or time-intensive to consummate. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders best interest, which could negatively impact the timing for a business combination. In addition, our officers and directors may have a conflict of interest with respect to negotiating the terms of a PIPE transaction in which IPF is a participant. In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors Risks Relating to our Management Team Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Additionally, our sponsor and management team will agree to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business combination if we determine it is desirable to facilitate the completion of the initial business combination. Further, our sponsor and management team will agree to waive their redemption rights with respect to any founder shares held by them if we are unable to complete our initial business combination within the completion window. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants may expire worthless, except to the extent they entitle the holders thereof to receive liquidating 44 Table of Contents distributions from assets outside the trust account. With certain limited exceptions, the founder shares will not be transferable, assignable or salable until 180 days after the completion of our initial business combination. With certain limited exceptions, the private placement warrants may not (including the Class A ordinary shares underlying the private placement warrants), will not be transferable, assignable or salable until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors will directly or indirectly own founder shares and private placement warrants following this offering, our officers and directors 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 and in negotiating or accepting the terms of the transaction because of their financial interest in completing an initial business combination within the completion window. Our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.003 per share. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an 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 and in negotiating or accepting the terms of the transaction as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing an initial business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors accordingly, such affiliated person(s) 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 and in negotiating or accepting the terms of the transaction as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. In the event we seek to complete an initial business combination with a target that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. 45 Table of Contents Indemnity by the sponsor in the event of liquidation without a business combination: Our sponsor will agree that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the Company s independent auditors), reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes paid or payable and up to $100,000 of interest to pay liquidation expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. 46 Table of Contents
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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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diff --git a/parsed_sections/prospectus_summary/2025/CURX_curanex_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CURX_curanex_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4cd94543b01a979733c19043a922149e5e043840
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/CURX_curanex_prospectus_summary.txt
@@ -0,0 +1 @@
+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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diff --git a/parsed_sections/prospectus_summary/2025/DGLY_digital_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/DGLY_digital_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..aa3221d3b848649c672b6ae5d8c7da31c9fef0cc
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/DGLY_digital_prospectus_summary.txt
@@ -0,0 +1,86 @@
+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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diff --git a/parsed_sections/prospectus_summary/2025/DLPN_dolphin_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/DLPN_dolphin_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..924d9542615296af9bef1f694cdbfde215f4fe55
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/DLPN_dolphin_prospectus_summary.txt
@@ -0,0 +1 @@
+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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diff --git a/parsed_sections/prospectus_summary/2025/ELWS_perpetuals_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/ELWS_perpetuals_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/ELWS_perpetuals_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/FORD_forward_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/FORD_forward_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3000b45e1923b69c7134e4f470cf972461924b82
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/FORD_forward_prospectus_summary.txt
@@ -0,0 +1 @@
+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
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/GNPX_genprex_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/GNPX_genprex_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..48e570b96f1f480a3eef47359b34002c2878cfd7
--- /dev/null
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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.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/GVSE_gameverse_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/GVSE_gameverse_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/GVSE_gameverse_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/IMDX_insight_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/IMDX_insight_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/IMDX_insight_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/IMNN_imunon-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/IMNN_imunon-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c9ea7cae09854a99e92a7c5d83e3e42eab6f03fe
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/IMNN_imunon-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+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
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/INACU_indigo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/INACU_indigo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c92bf64355a616a75424b653e263f3b94c78f6ba
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/INACU_indigo_prospectus_summary.txt
@@ -0,0 +1 @@
+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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diff --git a/parsed_sections/prospectus_summary/2025/LIXTW_lixte_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/LIXTW_lixte_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..43c8e63bf6e0679b42057a5c4db26a7ca94ccb41
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/LIXTW_lixte_prospectus_summary.txt
@@ -0,0 +1 @@
+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
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/MAZE_maze_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/MAZE_maze_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3c928cb08d9aa653aef8a3e2cef55e0719170041
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/MAZE_maze_prospectus_summary.txt
@@ -0,0 +1 @@
+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.
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diff --git a/parsed_sections/prospectus_summary/2025/MPJS_mpjs_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/MPJS_mpjs_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..90e9ea199583b09e4fb33758a59c15c9adee6a22
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/MPJS_mpjs_prospectus_summary.txt
@@ -0,0 +1,907 @@
+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
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/OKLO_oklo-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/OKLO_oklo-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..05878ae894cd06043112e2780e6769b6a2058186
--- /dev/null
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@@ -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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@@ -0,0 +1 @@
+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
+
+ 
+
+This
+summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be
+important to you, and we urge you to read this entire prospectus carefully, including the "Risk Factors," "Business"
+and "Management s Discussion and Analysis of Financial Condition and Results of Operations" sections and our consolidated
+financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Ordinary
+Shares. This prospectus includes forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking
+Statements." Unless otherwise stated, all references to "us," "our," "we," the "Company,"
+and similar designations refer to Roma Green Finance Limited, a Cayman Islands exempted company limited by shares.
+
+ 
+
+Recent
+Events
+
+ 
+
+Initial
+Public Offering
+
+ 
+
+On
+January 11, 2024, the Company completed its initial public offering. In this offering, the Company issued 2,449,943 Ordinary Shares at
+a price of US$4.00 per share. The Company received gross proceeds in the amount of $9,799,772 prior to deducting underwriting discounts,
+commissions and other related expenses. The ordinary shares began trading on January 11, 2024 on the Nasdaq Capital Market under the
+ticker symbol "ROMA."
+
+ 
+
+Change
+of Auditor
+
+ 
+
+On
+March 8, 2024, the Audit Committee of the Company approved the dismissal of KCCW Accounting Corp ("KCCW"), the predecessor
+independent registered public accounting firm of the Company, effective March 8, 2024. Also on March 8, 2024, the Audit Committee of
+the Board of Directors of the Company appointed J&S Associate PLT ("JSA") as the Company s independent registered
+public accounting firm for the year ended March 31, 2024.
+
+ 
+
+Resignation
+of Director
+
+ 
+
+On
+February 29, 2024, Mr. Tsang Ho Yin resigned as an Independent Non-Executive Director of the Company.
+
+ 
+
+Adoption
+of 2024 Equity Incentive Plan
+
+ 
+
+On
+April 19, 2024, the Company has adopted the 2024 Equity Incentive Plan whereby the Company can issue and allot a maximum aggregate 2,000,000
+Ordinary Shares. Please refer to the Form S-8 filed with the SEC on April 24, 2024 for further information. As of the date of this prospectus,
+the Company has issued 1,539,281 Ordinary Shares under the 2024 Equity Incentive Plan.
+
+ 
+
+Failure
+to Satisfy a Listing Condition
+
+ 
+
+On
+May 17, 2024, the Company received a deficiency notice (the "Notice") from the Listing Qualifications Department (the "Staff")
+of the Nasdaq Stock Market LLC notifying the Company that, for the last 31 consecutive business days, the closing bid price for the Company s
+Ordinary Shares had been below the minimum of $1.00 per Ordinary Share required for continued listing on The Nasdaq Capital Market (the
+"Minimum Bid Price Rule"). In accordance with Nasdaq Listing Rules, the Company has 180 calendar days, or until November
+13, 2024, to regain compliance with the Minimum Bid Price Rule. If at any time before November 13, 2024, the closing bid price of the
+Ordinary Shares is at least $1.00 per Ordinary Share for a minimum of 10 consecutive business days, the Staff will provide written confirmation
+that the Company has achieved compliance and the matter will be closed. If the Company does not regain compliance with the Minimum Bid
+Price Rule by November 13, 2024, the Company may be eligible for an additional 180 day calendar period to regain compliance or be subject
+to delisting. To qualify for the additional time, the Company will be required to meet the continued listing requirements regarding the
+market value of publicly held Ordinary Shares and all other initial listing standards, except for the minimum bid price requirement.
+In addition, the Company will be required to notify Nasdaq of its intent to cure the deficiency by effecting a reverse stock split, if
+necessary, during the additional compliance period.
+
+ 
+
+Follow-on
+Offering
+
+ 
+
+On
+July 3, 2024, the Company registered a prospectus for a best-effort self-underwritten follow-on offering of up to 3,600,000 Ordinary
+Shares at a price of US$0.351 per Ordinary Share. 3,600,000 Ordinary Shares were allotted and issued and the Company received gross proceeds
+in the amount of US$1,263,600 prior to deducting related expenses.
+
+ 
+
+Our
+Mission
+
+ 
+
+Our
+mission is to provide to our clients a one-stop destination for high-quality and holistic sustainability and climate change related consulting
+services to support a more sustainable, balanced and inclusive future for our clients organizations and the world.
+
+ 
+
+Corporate
+Structure
+
+ 
+
+The
+following chart sets forth our corporate structure as of the date of this prospectus.
+
+ 
+
+ 
+
+ 8
+
+ 
+
+ 
+
+ 
+
+Purchasers
+in this offering are buying shares of the Cayman Islands company whereas all of our operations are conducted through our Operating Subsidiaries.
+At no time will the Company s shareholders directly own shares of the Operating Subsidiaries.
+
+ 
+
+The
+following chart sets forth our corporate structure immediately after this offering assuming all the 11,000,000 offering shares are subscribed
+by investors, without taking into account of the exercise of the 33,000,000 Common Warrants.
+
+ 
+
+ 
+
+Business
+of our Operating Subsidiary
+
+ 
+
+Our
+Operating Subsidiaries are principally engaged in the provision of ESG, corporate governance and risk management as well as sustainability
+and climate change related advisory services. Our service offering mainly comprise the following:
+
+ 
+
+Sustainability
+Program Development: We support our clients sustainable corporate growth and help them to integrate sustainability-related
+strategies across their organization and compile a comprehensive sustainability program. Certain clients may also outsource certain aspects
+of their sustainability program to us for consultation and planning.
+
+ 
+
+ESG
+Reporting: We help clients to build their ESG profile and support their ESG reporting in compliance with the applicable prevalent
+ESG-related standard and reporting framework in Hong Kong and Singapore. Certain clients may also utilize their ESG reports to support
+their green and/or sustainable financing arrangements.
+
+ 
+
+Corporate
+Governance and Risk Management: We deliver value-adding services to support clients in managing and enhancing their corporate
+governance, enterprise risk management, compliance and internal audit activities.
+
+ 
+
+Climate
+Change Strategies and Solutions: We provide guidance and support to clients in building climate strategies which align with their
+climate goals and targets. We also explore opportunities to promote green and sustainable finance development by incorporating climate
+related risk assessment in advisory services for corporations in the financial industry.
+
+ 
+
+Environmental
+Audit: – We provide on-site investigations on agreed upon scope with clients to meet clients needs on fulfilling
+specific environmental requirements and standards. Our team conducts assessment and audit to identify any material environmental risks
+and suggest mitigating actions to clients.
+
+ 
+
+ 9
+
+ 
+
+ 
+
+ 
+
+ESG
+Rating Support and Shareholder Communication: We help clients to review and improve their ESG / sustainability ratings with Bloomberg
+and other rating agencies.
+
+ 
+
+Education
+and Training: We deliver trainings, workshops, discussion forums on ESG and green and sustainable finance topics. Our team of
+experts also design customizable training programs across various ESG and/or sustainability objectives that are tailored to individual
+client s needs and enhance their ESG skills.
+
+ 
+
+Competitive
+Advantages
+
+ 
+
+We
+believe the following competitive strengths differentiate us from our competitors:
+
+ 
+
+ we
+ are a comprehensive ESG / sustainability services provider;
+
+ we
+ have a strong client base and experience, notwithstanding our short operating history; and
+
+ we
+ have an experienced management team and highly trained workforce that allow us to provide
+ efficient and effective services to our clients.
+
+ 
+
+Our
+strategy
+
+ 
+
+Our
+principal objective is to sustain a continuous growth in our business and strengthen our market position in the environmental, social
+and governance industry in Hong Kong, Singapore and elsewhere with the following strategies:
+
+ 
+
+ continuing
+ to increase our market penetration in Hong Kong and Singapore;
+
+ expanding
+ our worldwide footprint in particular the US;
+
+ recruiting
+ and retaining professionals; and
+
+ pursing
+ strategic acquisitions.
+
+ 
+
+Risks
+and Challenges
+
+ 
+
+Investing
+in our Ordinary Shares involves risks. You should carefully consider the risks set out in the section headed "Risk Factors"
+beginning on page 22 of this prospectus before making a decision to purchase Ordinary Shares. If any of these risks actually occurs,
+our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price
+of our Ordinary Shares would likely decline, and you may lose all or part of your investment.
+
+ 
+
+A
+summary of these risks include but are not limited to the following:
+
+ 
+
+ 
+ 
+ 
+ Our
+ revenues, operating income and cash flows are likely to fluctuate. - (See "Risk
+ Factors—Risks Related to our Business and Industry - Our revenues, operating income
+ and cash flows are likely to fluctuate." on page 22);
+
+ 
+ 
+ 
+ We
+ incurred net losses for the six months ended September 30, 2024 and the two years ended March
+ 31, 2024 and 2023 and may be unable to generate sufficient operating cash flows and working
+ capital to continue as a going concern. Failure to manage our liquidity and cash flows may
+ materially and adversely affect our financial condition and results of operations. - (See
+ "Risk Factors—Risks Related to our Business and Industry - We incurred net losses
+ for the six months ended September 30, 2024 and the for the two years ended March 31, 2024
+ and 2023 and may be unable to generate sufficient operating cash flows and working capital
+ to continue as a going concern. Failure to manage our liquidity and cash flows may materially
+ and adversely affect our financial condition and results of operations."on page 22);
+
+ 
+ 
+ 
+ We
+ rely on our management team and other key personnel in operating our business. - (See
+ "Risk Factors—Risks Related to our Business and Industry – "We rely
+ on our management team and other key personnel in operating our business" on page 22);
+
+ 
+ 
+ 
+ Our
+ revenues are unpredictable due to the nature of our business. - (See "Risk Factors—Risks
+ Related to our Business and Industry - Our revenues are unpredictable due to the nature of
+ our business" on page 23);
+
+ 
+ 
+ 
+ We
+ have a limited operating history and our future revenue and profits are subject to uncertainties.
+ - (See "Risk Factors—Risks Related to our Business and Industry - We have
+ a limited operating history and our future revenue and profits are subject to uncertainties."
+ on page 23);
+
+ 
+ 
+ 
+ We
+ may be unable to successfully implement our business strategies and future plans for our
+ Operating Subsidiaries. - (See "Risk Factors—Risks Related to our Business
+ and Industry - We may be unable to successfully implement our business strategies and future
+ plans for our Operating Subsidiaries" on page 23);
+
+ 
+ 
+ 
+ Possible
+ adverse impact on our business as a result of a loss of business reputation or negative publicity
+ due to, among others, substandard quality of work or reports. - (See "Risk Factors—Risks
+ Related to our Business and Industry - Possible adverse impact on our business as a result
+ of a loss of business reputation or negative publicity due to, among others, substandard
+ quality of work or reports" on page 23);
+
+ 
+
+ 10
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ In
+ general, we do not enter into long-term contracts with its clients, which may expose us to
+ potential uncertainty with respect to its revenue from time to time. - (See "Risk
+ Factors—Risks Related to our Business and Industry - In general, we do not enter into
+ long-term contracts with its clients, which may expose us to potential uncertainty with respect
+ to its revenue from time to time" on page 24);
+
+ 
+ 
+ 
+ We
+ are subject to potential exposure to professional liabilities. - (See "Risk Factors—Risks
+ Related to our Business and Industry - We are subject to potential exposure to professional
+ liabilities" on page 24);
+
+ 
+ 
+ 
+ We
+ may be adversely affected by the losses or liabilities arising from misstatement or leakage
+ of confidential information handled by us. - (See "Risk Factors—Risks Related
+ to our Business and Industry - We may be adversely affected by the losses or liabilities
+ arising from misstatement or leakage of confidential information handled by us." on
+ page 24);
+
+ 
+ 
+ 
+ Our
+ business may face risks of clients default on payment. - (See "Risk Factors—Risks
+ Related to our Business and Industry - Our business may face risks of clients default
+ on payment" on page 24);
+
+ 
+ 
+ 
+ We
+ may be inadequately insured against losses and liabilities arising from its operations. -
+ (See "Risk Factors—Risks Related to our Business and Industry - We may be inadequately
+ insured against losses and liabilities arising from its operations." on page 24);
+
+ 
+ 
+ 
+ We
+ may be exposed to risks in relation to compliance standards. - (See "Risk Factors—Risks
+ Related to our Business and Industry - We may be exposed to risks in relation to compliance
+ standards." on page 25);
+
+ 
+ 
+ 
+ We
+ may be exposed to risks relating to our computer hardware system and data storage. - (See
+ "Risk Factors—Risks Related to our Business and Industry - We may be exposed
+ to risks relating to our computer hardware system and data storage" on page 25);
+
+ 
+ 
+ 
+ Our
+ Group s business may be adversely affected by the downturn of Hong Kong s economy
+ or stock market owing to unforeseen circumstances. - (See "Risk Factors—Risks
+ Related to our Business and Industry - Our Group s business may be adversely affected
+ by the downturn of Hong Kong s economy or stock market owing to unforeseen circumstances"
+ on page 25);
+
+ 
+ 
+ 
+ We
+ may be adversely affected by changes in the laws and regulations governing our customers
+ and the stock exchanges in which they are listed. - (See "Risk Factors—Risks
+ Related to our Business and Industry - We may be adversely affected by changes in the laws
+ and regulations governing our customers and the stock exchanges in which they are listed"
+ on page 25);
+
+ 
+ 
+
+ 11
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ If
+ we fail to implement and maintain an effective system of internal controls, we may be unable
+ to accurately or timely report our results of operations or prevent fraud, and investor confidence
+ and the market price of our Ordinary Shares may be materially and adversely affected. -
+ (See "Risk Factors—Risks Related to our Business and Industry - If we fail to
+ implement and maintain an effective system of internal controls, we may be unable to accurately
+ or timely report our results of operations or prevent fraud, and investor confidence and
+ the market price of our Ordinary Shares may be materially and adversely affected."
+ on page 25);
+
+ 
+ 
+ 
+ A
+ downturn in the Hong Kong or global economy, or a change in economic and political policies
+ of the PRC, could materially and adversely affect our Hong Kong Operating Subsidiary s
+ business and financial condition. - (See "Risk Factors—Risks Relating to Doing
+ Business in Hong Kong - A downturn in the Hong Kong or global economy, or a change in economic
+ and political policies of the PRC, could materially and adversely affect our Hong Kong Operating
+ Subsidiary s business and financial condition." on page 26);
+
+ 
+ 
+ 
+ Substantially
+ all of our operations are in Hong Kong. However, due to the long arm provisions under the
+ current PRC laws and regulations, the Chinese government may exercise significant oversight
+ and discretion over the conduct of our business and may intervene in or influence our operations
+ at any time, which could result in a material change in our operations and/or the value of
+ our Ordinary Shares. The enforcement of laws and that rules and regulations in China can
+ change quickly with little advance notice. The Chinese government may intervene or influence
+ our Operating Subsidiaries operations at any time, or may exert more control over
+ securities offerings conducted overseas and/or foreign investment in Hong Kong-based issuers,
+ which could result in a material change in our Operating Subsidiaries operations and/or
+ the value of the Ordinary Shares. - (See "Risk Factors—Risks Relating to Doing
+ Business in Hong Kong - Substantially all of our operations are in Hong Kong. However, due
+ to the long arm provisions under the current PRC laws and regulations, the Chinese government
+ may exercise significant oversight and discretion over the conduct of our business and may
+ intervene in or influence our operations at any time, which could result in a material change
+ in our operations and/or the value of our Ordinary Shares. The enforcement of laws and that
+ rules and regulations in China can change quickly with little advance notice. The Chinese
+ government may intervene or influence our Operating Subsidiaries operations at any
+ time, or may exert more control over securities offerings conducted overseas and/or foreign
+ investment in Hong Kong-based issuers, which could result in a material change in our Operating
+ Subsidiaries operations and/or the value of the Ordinary Shares" on page 26);
+
+ Although
+ we are based in Hong Kong, if we should become subject to the recent scrutiny, criticism
+ and negative publicity involving U.S.-listed China-based companies, we may have to expend
+ significant resources to investigate and/or defend the allegations, which could harm our
+ Hong Kong Operating Subsidiary s business operations, this offering and our reputation,
+ and could result in a loss of your investment in our Ordinary Shares if such allegations
+ cannot be addressed and resolved favorably. - (See "Risk Factors—Risks
+ Relating to Doing Business in Hong Kong - Although we are based in Hong Kong, if we should
+ become subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed
+ China-based companies, we may have to expend significant resources to investigate and/or
+ defend the allegations, which could harm our Hong Kong Operating Subsidiary s business
+ operations, this offering and our reputation, and could result in a loss of your investment
+ in our Ordinary Shares if such allegations cannot be addressed and resolved favorably"
+ on page 27);
+
+ 
+
+ 12
+
+ 
+
+ 
+
+ 
+
+ There
+ are political risks associated with conducting business in Hong Kong. - (See "Risk
+ Factors—Risks Relating to Doing Business in Hong Kong - There are political risks associated
+ with conducting business in Hong Kong." on page 27);
+
+ Changes
+ in international trade policies, trade disputes, barriers to trade or the emergence of a
+ trade war may dampen growth in Hong Kong and other markets where the majority of our Operating
+ Subsidiary s customers reside. - (See "Risk Factors—Risks Relating to
+ Doing Business in Hong Kong - Changes in international trade policies, trade disputes, barriers
+ to trade or the emergence of a trade war may dampen growth in Hong Kong and other markets
+ where the majority of our Operating Subsidiary s customers reside" on page 28);
+
+ The
+ Company may rely on dividends and other distributions on equity paid by the Operating Subsidiaries
+ to fund any cash and financing requirements it may have, and any limitations or restrictions,
+ prohibitions, interventions or limitations by the PRC government on the ability of the Company
+ or our Operating Subsidiaries to transfer cash or assets in or out of Hong Kong may result
+ in these funds or assets not being available to fund operations or for other uses outside
+ of Hong Kong, which could have a material and adverse effect on the business. - (See "Risk
+ Factors— Risks Relating to Doing Business in Hong Kong - The Company may rely on dividends
+ and other distributions on equity paid by the Operating Subsidiaries to fund any cash and
+ financing requirements it may have, and any limitations or restrictions, prohibitions, interventions
+ or limitations by the PRC government on the ability of the Company or our Operating Subsidiaries
+ to transfer cash or assets in or out of Hong Kong may result in these funds or assets not
+ being available to fund operations or for other uses outside of Hong Kong, which on the ability
+ of the Operating Subsidiaries to make payments to the Company could have a material and adverse
+ effect on the business" on page 28);
+
+ The
+ PCAOB s HFCAA Determination report that the Board is unable to inspect or investigate
+ completely registered public accounting firms headquartered in China or Hong Kong, a Special
+ Administrative Region and dependency of the PRC, because of a position taken by one or more
+ authorities in China or Hong Kong could result in the prohibition of trading in our securities
+ by not being allowed to list on a U.S. exchange, and as a result an exchange may determine
+ to delist our securities, which would materially affect the interest of our investors. (See
+ "Risk Factors— Risks Relating to Doing Business in Hong Kong - The PCAOB s
+ Determination Report dated December 16, 2021, that the Board is unable to inspect or investigate
+ completely registered public accounting firms headquartered in China or Hong Kong, a Special
+ Administrative Region and dependency of the PRC, because of a position taken by one or more
+ authorities in China or Hong Kong could result in the prohibition of trading in our securities
+ by not being allowed to list on a U.S. exchange, and as a result an exchange may determine
+ to delist our securities, which would materially affect the interest of our investors"
+ on page 29);
+
+ The
+ enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative
+ Region (the "Hong Kong National Security Law") could impact our Hong Kong subsidiaries,
+ including one of our Operating Subsidiaries. (See "Risk Factors—Risks Relating
+ to Doing Business in Hong Kong - The enactment of Law of the PRC on Safeguarding National
+ Security in the Hong Kong Special Administrative Region (the "Hong Kong National Security
+ Law") could impact our Hong Kong subsidiaries, including one of our Operating Subsidiaries."
+ on page 30);
+
+ We
+ may become subject to a variety of PRC laws and other regulations regarding data security
+ or securities offerings that are conducted overseas and/or other foreign investment in China-based
+ issuers, and any failure to comply with applicable laws and regulations could have a material
+ and adverse effect on our business, financial condition and results of operations and may
+ hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the
+ value of our Ordinary Shares to significantly decline or be worthless. - (See "Risk
+ Factors—Risks Relating to Doing Business in Hong Kong - We may become subject to a
+ variety of PRC laws and other regulations regarding data security or securities offerings
+ that are conducted overseas and/or other foreign investment in China-based issuers, and any
+ failure to comply with applicable laws and regulations could have a material and adverse
+ effect on our business, financial condition and results of operations and may hinder our
+ ability to offer or continue to offer Ordinary Shares to investors and cause the value of
+ our Ordinary Shares to significantly decline or be worthless" on page 30);
+
+ The
+ Hong Kong legal system is subject to uncertainties which could limit the legal protections
+ available to RRA.- (See "Risk Factors—Risks Relating to Doing Business in
+ Hong Kong - The Hong Kong legal system is subject to uncertainties which could limit the
+ legal protections available to RRA" on page 32);
+
+ We
+ are selling this offering without an underwriter and may be unable to sell any shares. (See
+ "We are selling this offering without an underwriter and may be unable to sell any
+ shares." on page 32);
+
+ The
+ trading price for our Ordinary Shares may fluctuate significantly. - (See "Risk
+ Factors—Risks Relating to Our Securities and this Offering - The trading price for
+ our Ordinary Shares may fluctuate significantly" on page 32);
+
+ We
+ may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market, which could
+ limit investors ability to make transactions in our Ordinary Shares and subject us
+ to additional trading restrictions. - (See "Risk Factors—Risks Relating to
+ Our Securities and this Offering - We may not maintain the listing of our Ordinary Shares
+ on the Nasdaq Capital Market, which could limit investors ability to make transactions
+ in our Ordinary Shares and subject us to additional trading restrictions." on page
+ 32);
+
+ The
+ trading price of our Ordinary Shares may be volatile, which could result in substantial losses
+ to investors. - (See "Risk Factors—Risks Relating to Our Securities and this
+ Offering - The trading price of our Ordinary Shares may be volatile, which could result in
+ substantial losses to investors" on page 33);
+
+ If
+ securities or industry analysts do not publish research or reports about our business, or
+ if they adversely change their recommendations regarding our shares, the market price for
+ our shares and trading volume could decline. - (See "Risk Factors—Risks Relating
+ to Our Securities and this Offering - If securities or industry analysts do not publish research
+ or reports about our business, or if they adversely change their recommendations regarding
+ our shares, the market price for our shares and trading volume could decline." on page
+ 34);
+
+ The
+ sale or availability for sale of substantial amounts of our Ordinary Shares could adversely
+ affect their market price. - (See "Risk Factors—Risks Relating to Our Securities
+ and this Offering - The sale or availability for sale of substantial amounts of our Ordinary
+ Shares could adversely affect their market price." on page 34);
+
+ 
+
+ 13
+
+ 
+
+ 
+
+ 
+
+ Short
+ selling may drive down the market price of our Ordinary Shares. - (See "Risk Factors—Risks
+ Relating to Our Securities and this Offering - Short selling may drive down the market price
+ of our Ordinary Shares." on page 35);
+
+ Because
+ we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation
+ of our Ordinary Shares for a return on your investment. - (See "Risk Factors—Risks
+ Relating to Our Securities and this Offering - Because we do not expect to pay dividends
+ in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for
+ a return on your investment." on page 35);
+
+ Because
+ our public offering price is substantially higher than our net tangible book value per share,
+ you will experience immediate and substantial dilution. - (See "Risk Factors—Risks
+ Relating to Our Securities and this Offering - Because our public offering price is substantially
+ higher than our net tangible book value per share, you will experience immediate and substantial
+ dilution." on page 35);
+
+ You
+ must rely on the judgment of our management as to the uses of the net proceeds from this
+ offering, and such uses may not produce income or increase our share price. - (See "Risk
+ Factors—Risks Relating to Our Securities and this Offering - You must rely on the judgment
+ of our management as to the uses of the net proceeds from this offering, and such uses may
+ not produce income or increase our share price" on page 35);
+
+ If
+ we are classified as a passive foreign investment company, United States taxpayers who own
+ our securities may have adverse United States federal income tax consequences. - (See
+ "Risk Factors—Risks Relating to Our Securities and this Offering - If we are
+ classified as a passive foreign investment company, United States taxpayers who own our securities
+ may have adverse United States federal income tax consequences" on page 35);
+
+ Our
+ controlling shareholder has substantial influence over the Company. Its interests may not
+ be aligned with the interests of our other shareholders, and it could prevent or cause a
+ change of control or other transactions. - (See "Risk Factors—Risks Relating
+ to Our Securities and this Offering - Our controlling shareholder has substantial influence
+ over the Company. Its interests may not be aligned with the interests of our other shareholders,
+ and it could prevent or cause a change of control or other transactions." on page 36);
+
+ As
+ a company incorporated in the Cayman Islands, we are permitted to adopt certain home country
+ practices in relation to corporate governance matters that differ significantly from Nasdaq
+ corporate governance listing standards. These practices may afford less protection to shareholders
+ than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
+ - (See "Risk Factors—Risks Relating to Our Securities and this Offering -
+ As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country
+ practices in relation to corporate governance matters that differ significantly from Nasdaq
+ corporate governance listing standards. These practices may afford less protection to shareholders
+ than they would enjoy if we complied fully with Nasdaq corporate governance listing standards."
+ on page 36);
+
+ You
+ may face difficulties in protecting your interests, and your ability to protect your rights
+ through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
+ - (See "Risk Factors—Risks Relating to Our Securities and this Offering -
+ You may face difficulties in protecting your interests, and your ability to protect your
+ rights through U.S. courts may be limited, because we are incorporated under Cayman Islands
+ law." on page 37);
+
+ Certain
+ judgments obtained against us by our shareholders may not be enforceable. - (See "Risk
+ Factors—Risks Relating to Our Securities and this Offering - Certain judgments obtained
+ against us by our shareholders may not be enforceable." on page 37);
+
+ We
+ are an emerging growth company within the meaning of the Securities Act and may take advantage
+ of certain reduced reporting requirements. - (See "Risk Factors—Risks Relating
+ to Our Securities and this Offering - We are an emerging growth company within the meaning
+ of the Securities Act and may take advantage of certain reduced reporting requirements"
+ on page 38);
+
+ We
+ are a foreign private issuer within the meaning of the rules under the Exchange Act, and
+ as such we are exempt from certain provisions applicable to United States domestic public
+ companies. - (See "Risk Factors—Risks Relating to Our Securities and this
+ Offering – We are a foreign private issuer within the meaning of the rules under the
+ Exchange Act, and as such we are exempt from certain provisions applicable to United States
+ domestic public companies." on page 36);
+
+ We
+ may lose our foreign private issuer status in the future, which could result in significant
+ additional costs and expenses. - (See "Risk Factors—Risks Relating to Our Securities
+ and this Offering - We may lose our foreign private issuer status in the future, which could
+ result in significant additional costs and expenses." on page 38);
+
+ The
+ recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act
+ passed by the U.S. Senate and the U.S. House of Representatives, all call for additional
+ and more stringent criteria to be applied to emerging market companies. These developments
+ could add uncertainties to our offering, business operations, share price and reputation.
+ - (See "Risk Factors—Risks Relating to Our Securities and this Offering - The
+ recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act
+ passed by the U.S. Senate and the U.S. House of Representatives, all call for additional
+ and more stringent criteria to be applied to emerging market companies. These developments
+ could add uncertainties to our offering, business operations, share price and reputation."
+ on page 38).
+
+ 
+
+ 14
+
+ 
+
+ 
+
+ 
+
+Holding
+Foreign Companies Accountable Act
+
+ 
+
+The
+HFCA Act was enacted on December 18, 2020. The HFCA Act states if the SEC determines that a company has filed audit reports issued by
+a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021,
+the SEC shall prohibit the company s shares from being traded on a national securities exchange or in the over the counter trading
+market in the United States.
+
+ 
+
+On
+March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements
+of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a "non-inspection"
+year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA
+Act, including the listing and trading prohibitions described above.
+
+ 
+
+On
+June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce
+the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years.
+
+ 
+
+On
+December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.
+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, PCAOB announced the PCAOB HFCA Act determinations (the "PCAOB determinations") relating to the PCAOB s
+inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong
+Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or
+Hong Kong. The PCAOB determinations provide that if the PCAOB is unable to inspect or investigate completely registered public accounting
+firms headquartered in China or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by
+one or more authorities in China or Hong Kong, it could result in the prohibition of trading in our securities by not being allowed to
+list on a U.S. exchange, and as a result an exchange may determine to delist our securities, which would materially affect the interest
+of our investors.
+
+ 
+
+Our
+predecessor auditor, KCCW, the independent registered public accounting firm that issued the audit report included in or incorporated
+into this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB,
+is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess KCCW s compliance with
+applicable professional standards. The Company appointed JSA effective from March 8, 2024 as the Company s auditors. JSA is headquartered
+in Malaysia and is a firm registered with the PCAOB and has been inspected by the PCAOB on a regular basis, with the last inspection
+in January 2024. Therefore, we believe that, as of the date of this prospectus, our auditor is not subject to the PCAOB determinations.
+See "Risk Factors — Risks Relating to Securities and this Offering — The recent joint statement by the SEC, proposed
+rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives, all call for additional
+and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business
+operations, share price and reputation. "Our Ordinary Shares may be prohibited from being traded on a national exchange under the
+HFCA Act, if the Public Company Accounting Oversight Board (the "PCAOB") is unable to inspect our auditors for three consecutive
+years, or two years if the U.S. House of Representatives passes the bill discussed above and such bill is signed into law, reducing the
+number of years from three to two. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely
+affect the value of your investment" on page 37. We cannot assure you whether Nasdaq or other regulatory authorities will apply
+additional or more stringent criteria to us. Such uncertainty could cause the market price of our Ordinary Shares to be materially and
+adversely affected.
+
+ 
+
+On
+August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance
+of the People s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate registered
+public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S law. It includes three provisions
+that, if abided by, would grant the PCAOB complete access for the first time: (1) the PCAOB has sole discretion to select the firms,
+audit engagements and potential violations it inspects and investigates – without consultation with, nor input from, Chinese authorities;
+(2) procedures are in place for PCAOB inspectors and investigators to view complete audit work papers with all information included and
+for the PCAOB to retain information as needed; and (3) the PCAOB has direct access to interview and take testimony from all personnel
+associated with the audits the PCAOB inspects or investigates.
+
+ 
+
+On
+December 15, 2022, the PCAOB announced that it has completed a test inspection of two selected auditing firms in mainland China and Hong
+Kong and has voted to vacate its previous Determination Report, which concluded in December 2021 that the PCAOB could not inspect or
+investigate completely registered public accounting firms based in mainland China or Hong Kong. However, if in the future the PCAOB is
+prohibited from conducting complete inspections and investigations of PCAOB- registered public accounting firms in mainland China and
+Hong Kong, then the companies audited by those registered public accounting firms could be subject to a trading prohibition on U.S. markets
+pursuant to the HFCA Act.
+
+ 
+
+ 15
+
+ 
+
+ 
+
+ 
+
+Implications
+of Being a Holding Company
+
+ 
+
+As
+a holding company, we may rely on dividends and other distributions on equity paid by our Operating Subsidiaries for our cash and financing
+requirements. As of the date of this prospectus, our Operating Subsidiaries do not maintain cash management policies or procedures dictating
+the amount of such funding or how funds are transferred. We are not prohibited by the laws of the Cayman Islands to provide funding to
+our subsidiaries incorporated in Hong Kong and Singapore through loans or capital contributions without restrictions on the amount of
+the funds. Our subsidiaries are permitted under the respective laws of their place of incorporation to provide funding to us through
+dividend distribution without restrictions on the amount of the funds, other than as limited by the amount of their distributable earnings.
+However, if any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their
+ability to pay dividends to us. See "Risk Factors – Risk Related to Doing Business in Hong Kong - The Company may rely on
+dividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements it may have,
+and any limitations or restrictions, prohibitions, interventions or limitations by the PRC government on the ability of the Company or
+our Operating Subsidiaries to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available
+to fund operations or for other uses outside of Hong Kong, which on the ability of the Operating Subsidiaries to make payments to the
+Company could have a material and adverse effect on the business" on page 25.
+
+ 
+
+The
+structure of cash flows within our organization, and a summary of the applicable regulations, is as follows:
+
+ 
+
+1.
+Our equity structure is a direct holding structure, that is, the holding company is an overseas entity is being Roma Green Finance Limited,
+a Cayman Islands company. See "Our Business — History of the Company" and "Our Business — Corporate Structure"
+for additional details.
+
+ 
+
+2.
+Within our direct holding structure, the cross-border transfer of funds within our corporate group is legal and compliant with the laws
+and regulations of Hong Kong, the BVI and the Cayman Islands. After investors funds enter Roma Green Finance Limited, the funds
+can be directly transferred to Lucky Time. Lucky Time can then transfer the funds to RRA. RRA can then transfer the funds to Roma (S).
+
+ 
+
+If
+the Company intends to distribute dividends, Roma (S) will transfer the dividends to RRA in accordance with the laws of Singapore. RRA
+will transfer the funds to Lucky Time in accordance with the laws and regulations of Hong Kong. Lucky Time will transfer the funds to
+the Company in accordance with the laws of the BVI. The Company will then transfer the dividends to all of its shareholders respectively
+in proportion to the Ordinary Shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries
+or regions.
+
+ 
+
+3.
+Neither the Company nor any of its Operating Subsidiaries or Subsidiaries have paid dividends or made distributions to U.S. investors.
+No funds have been transferred by any of the holding companies to their respective Operating Subsidiaries or Subsidiaries for the fiscal
+years ended March 31, 2022, March 31, 2023 and through the date of this prospectus, to fund their business operations. In the future,
+any cash proceeds raised from overseas financing activities may be transferred by us to our Operating Subsidiaries or Subsidiaries via
+capital contribution or shareholder loans, as the case may be.
+
+ 
+
+4. Our
+Hong Kong Operating Subsidiary s ability to distribute dividends is based upon their distributable earnings. The Companies Ordinance
+of Hong Kong permits our Hong Kong Operating Subsidiary to pay dividends to its respective shareholders only out of their accumulated
+profits, if any, determined in accordance with applicable accounting standards and regulations.
+
+ 
+
+As
+of the date of this prospectus, the Company and the Operating Subsidiaries have not distributed any earnings, nor do they have any plan
+to distribute earnings in the foreseeable future. As of the date of this prospectus, none of the Operating Subsidiaries have made any
+dividends or distributions to the Company and the Company has not made any dividends or distributions to the Company s shareholders
+or U.S. investors. The Company intends to keep any future earnings to finance business operations, and does not anticipate that any cash
+dividends will be paid in the foreseeable future.
+
+ 
+
+Recent
+Regulatory Development in the PRC
+
+ 
+
+Recently,
+the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China
+with little advance notice, including cracking down on certain activities in the securities market, enhancing supervision over Chinese-based
+companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews,
+and expanding efforts in anti-monopoly enforcement.
+
+ 
+
+For
+example, on June 10, 2021, the Standing Committee of the National People s Congress enacted the PRC Data Security Law, which took
+effect on September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that,
+for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection
+system for data security.
+
+ 
+
+ 16
+
+ 
+
+ 
+
+ 
+
+On
+July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly
+issued a document to crack down on certain activities in the securities markets and promote the high-quality development of the capital
+markets, which, among other things, requires the relevant governmental authorities to strengthen cross- border oversight of law-enforcement
+and judicial cooperation, to enhance supervision over Chinese-based companies listed overseas, and to establish and improve the system
+of extraterritorial application of the PRC securities laws.
+
+ 
+
+On
+August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People s Congress voted and passed the "Personal
+Information Protection Law of the People s Republic of China", or "PRC Personal Information Protection Law",
+which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information
+of natural persons within the territory of China that is carried out outside of China where (i) such processing is for the purpose of
+providing products or services for natural persons within China, (ii) such processing is to analyze or evaluate the behavior of natural
+persons within China, or (iii) there are any other circumstances stipulated by related laws and administrative regulations.
+
+ 
+
+On
+December 28, 2021, the Cyberspace Administration of China (the "CAC") jointly with the relevant authorities formally published
+Measures for Cybersecurity Review (2021) which took effect on February 15, 2022, replacing the former Measures for Cybersecurity Review
+(2020) issued on July 10, 2021. Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure
+purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure,
+the "Operators") carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity
+review, and any online platform operator who controls more than one million users personal information must undergo a cybersecurity
+review by the cybersecurity review office if it seeks to be listed in a foreign country.
+
+ 
+
+The
+PRC government recently initiated a series of regulatory actions and made a number of public statements on the regulation of business
+operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision
+over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity
+reviews, and expanding efforts in anti-monopoly enforcement. However, since these statements and regulatory actions by the PRC government
+are newly published, their interpretation, application and enforcement are unclear and there also remains significant uncertainty as
+to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other
+capital market activities, or future changes in this regulatory regime. We cannot be certain that the competent PRC authority will not
+take a view that is contrary to ours.
+
+ 
+
+Our
+principal operating subsidiary in Hong Kong, RRA, may collect and store certain data (including certain personal information) from our
+clients, who may be PRC individuals, in connection with their business and operations and for "Know Your Customers" purposes
+(to combat money laundering). Given that: (i) RRA is incorporated in Hong Kong and is located in Hong Kong, (ii) we have no subsidiary,
+VIE structure or any direct operations in mainland China, and (iii) pursuant to the Basic Law of the Hong Kong Special Administrative
+Region (the "Basic Law"), which is a national law of the PRC and the constitutional document for Hong Kong, national laws
+of the PRC shall not be applied in Hong Kong, except for those listed in Annex III of the Basic Law (which is confined to laws relating
+to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), we do not currently expect the Measures
+for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations to have an impact
+on our business, operations or this offering, as we do not believe that RRA would be deemed to be an "Operator" that is required
+to file for cybersecurity review before listing in the United States, because (i) RRA was incorporated in Hong Kong and operate in Hong
+Kong without any subsidiary or VIE structure in mainland China and each of the Measures for Cybersecurity Review (2021), the PRC Personal
+Information Protection Law and the Draft Overseas Listing Regulations remains unclear whether it shall be applied to a company based
+in Hong Kong; (ii) as of date of this prospectus, RRA has in aggregate collected and stored personal information of less than one million
+users; (iii) all of the data RRA has collected is stored in servers located in Hong Kong; and (iv) as of the date of this prospectus,
+RRA has not been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review.
+
+ 
+
+On
+February 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities
+Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31,
+2023. Pursuant to the Trial Measures, (i) domestic companies that seek to offer or list securities overseas, both directly and indirectly,
+shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following
+their submission of initial public offerings or listing applications. If a domestic company fails to complete the required filing procedures
+or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative
+penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly
+in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if the
+issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an indirect overseas
+offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer s operating revenue, total profit, total assets
+or net assets as documented in its audited consolidated financial statements for the most recent fiscal year were derived from PRC domestic
+companies; and (B) the majority of the issuer s business activities are carried out in mainland China, or its main place(s) of
+business are located in mainland China, or the majority of its senior management team in charge of its business operations and management
+are PRC citizens or have their usual place(s) of residence located in mainland China. In such circumstances, where a PRC domestic company
+is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a major domestic operating entity
+responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering or listing
+in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.
+
+ 
+
+Based
+on the above mentioned, given that (i) the Company currently does not have, nor do it currently intend to establish, any subsidiary nor
+plan to enter into any contractual arrangements to establish a VIE structure with any entity in the PRC; (ii) it is not controlled by
+any PRC entity or individual; (iii) it does not have any operation in the PRC, nor does it have any partnership or cooperation with any
+PRC entity or individual; (iv) it currently does not have, nor does it plan to have, any investment, such as owning or leasing any asset,
+in the PRC; (v) none of the senior managers in charge of the business operations and management are citizens of the PRC or domiciled
+in mainland China; and (vi) no revenue of the Company is generated from the PRC, this offering shall not be deemed as a domestic enterprise
+that indirectly offer or list securities on an overseas stock exchange, nor does it requires filing or approvals from the CSRC.
+
+ 
+
+ 17
+
+ 
+
+ 
+
+ 
+
+Further,
+as of the date of this prospectus, in the opinion of our PRC legal counsel, Guangdong Wesley Law Firm, the Company is not considered
+a domestic enterprise under the Trial Measures and the Trial Measures do not apply to the Company, and this offering and its continued
+listing on NASDAQ does not require fulfilling the filing procedure to the CSRC. However, there can be no assurance that the relevant
+PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental
+authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require us to obtain
+CSRC or other PRC governmental approvals for this offering. If we or our Operating Subsidiaries inadvertently conclude that such approvals
+are not required, we may be required to make corrections, be given a warning, be fined between RMB 1 million and RMB 10 million, warn
+the responsible person and impose a fine of not less than RMB 500,000 but not more than RMB 5 million, fine the controlling shareholder
+not less than RMB 1 million but not more than RMB 10 million, prevent the Company from entering the securities market and our ability
+to offer or continue to offer our Ordinary Shares to investors could be significantly limited or completed hindered, which could cause
+the value of our Ordinary Shares to significantly decline or become worthless. Our Group may also face sanctions by the CSRC, the CAC
+or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability
+to pay dividends outside of the PRC, limit our operations in the PRC, delay or restrict the repatriation of the proceeds from this offering
+into the PRC or take other actions that could have a material adverse effect on our business, financial condition, results of operations
+and prospects, as well as the trading price of our securities.
+
+ 
+
+Moreover,
+since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making
+bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or
+promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the
+daily business operations of RRA and its abilities to accept foreign investments and the continued listing of our Ordinary Shares on
+U.S. or other foreign exchanges. There remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity
+laws and regulations. If the Draft Overseas Listing Regulations are adopted into law in the future and become applicable to RRA, if RRA
+is deemed to be an "Operator", or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection
+Law becomes applicable to RRA, the business operation of RRA and the listing of our Ordinary Shares in the United States could be subject
+to the CAC s cybersecurity review or CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations,
+or interpretations change and RRA becomes subject to the CAC or CSRC review, we cannot assure you that RRA will be able to comply with
+the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered
+to be rectified or terminated by regulatory authorities. RRA may be required to incur substantial costs and expenses in order to ensure
+compliance with the rules and regulations of the CAC or CSRC reviews. If RRA fails to receive or maintain such permissions or if the
+required approvals are denied, RRA may be required to cease its business operations until such permissions or approvals are obtained
+and may, if it continues to operate without such permissions or approvals, become subject to fines and other penalties which may have
+a material adverse effect on our business, operations and financial condition and may hinder our ability to offer or continue to offer
+Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless. For further information,
+see "Risk Factors – Risks Related to Our Securities and This Offering."
+
+ 
+
+Additionally,
+due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation
+and interpretation of laws in China. We are also subject to the risks of uncertainty about any future actions the Chinese government
+or authorities in Hong Kong may take in this regard.
+
+ 
+
+Should
+the Chinese government choose to exercise significant oversight and discretion over the conduct of our Hong Kong Operating Subsidiary s
+business, it may intervene in or influence our operations. Such governmental actions:
+
+ 
+
+ could
+ result in a material change in our Hong Kong Operating Subsidiary s operations;
+
+ 
+
+ could
+ hinder our ability to continue to offer securities to investors; and
+
+ 
+
+ may
+ cause the value of our Ordinary Shares to significantly decline in value or become worthless.
+
+ 
+
+ 18
+
+ 
+
+ 
+
+ 
+
+As
+of the date of this prospectus, in the opinion of our Hong Kong legal counsel, Robertsons, we are not required to obtain permissions
+from any Hong Kong authorities to issue our Ordinary Shares to foreign investors; and in the opinion of our PRC legal counsel, we are
+not subject to permission requirements from the PRC authorities, including the CSRC and the CAC to approve the operations of our Hong
+Kong Operating Subsidiary and offer our securities being registered to foreign investors. We have obtained our business registration
+certificate from the Business Registration Office of the Inland Revenue Department in Hong Kong. We have not received or been denied
+such permissions by any PRC authorities. In the opinion of our Hong Kong and PRC counsel, we are also currently not required to obtain
+any pre-approval from Chinese authorities (including those in Hong Kong) to be listed on a U.S. stock exchange, including the NASDAQ.
+Given the current PRC regulatory environment, it is uncertain when and whether we will be required to obtain permission from the PRC
+government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded.
+As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering
+from the CSRC or other PRC governmental authorities. Because we do not conduct operating activities in the PRC, as of the date of this
+prospectus, we do not believe that we are required to seek approval from the CSRC, CAC or any other governmental agency to offer the
+Ordinary Shares for sale in the offering herein. In the event that we inadvertently conclude that such permissions or approvals from
+the PRC or Hong Kong authorities are not required, or in the event that applicable laws, regulations or interpretations change, we may
+be required to obtain such permissions or approvals in the future. Further, if we are required to obtain approval in the future and are
+denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continued to be listed on a U.S. exchange,
+which would materially affect the interest of our investors. Further, if we were required to obtain additional approvals to conduct our
+Operating Subsidiaries operations and if we failed to receive or maintain such permissions or if the required approvals are denied, our
+Operating Subsidiaries may be required to cease their business operations until such permissions or approvals are obtained and may, if
+they continue to operate without such permissions or approvals, become subject to fines and other penalties which may have a material
+adverse effect on our Operating Subsidiaries business, operations and financial condition and may hinder our ability to offer
+or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.
+Further, if we were to become subject to PRC laws and/or authorities we could incur material costs to ensure compliance and experience
+devaluation of our Ordinary Shares or possibly delisting. See "Risk Factors – Risks Related to Doing Business in Hong Kong
+– We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are
+conducted overseas and/or other foreign investment in China-based issuers, and any failure to comply with applicable laws and regulations
+could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to
+offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless"
+on page 27 of this prospectus.
+
+ 
+
+Corporate
+Information
+
+ 
+
+We
+were incorporated in the Cayman Islands on April 11, 2022. Our registered office in the Cayman Islands is at Cricket Square, Hutchins
+Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. Our principal executive office is at Flat 605, 6/F., Tai Tung Building, 8
+Fleming Road, Wanchai, Hong Kong. Our telephone number at this location is +852 2529 6878. Our principal website address is www.romaesg.com.
+The information contained on our website does not form part of this prospectus. Our agent for service of process in the United States
+is Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York 10168.
+
+ 
+
+Because
+we are incorporated under the laws of the Cayman Islands, you may encounter difficulty protecting your interests as a shareholder, and
+your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled "Risk
+Factors" and "Enforceability of Civil Liabilities" for more information.
+
+ 
+
+Implications
+of Being a "Controlled Company"
+
+ 
+
+Upon
+completion of this offering, assuming the sale of all the Ordinary Shares hereunder and excluding the exercise of the Common Warrants,
+Top Elect, our controlling shareholder, will be the beneficial owner of an aggregate of 6,071,104 Ordinary Shares, which will represent
+22.85% of the then total issued and outstanding Ordinary Shares. As a result, we will no longer remain a "controlled company"
+within the meaning of the Nasdaq Stock Market Rules. In the event we no longer qualify as a foreign private issuer, we intend to rely
+on, certain exemptions from the corporate governance listing requirements of the Nasdaq Markets. We will have 59,564,571 Ordinary Shares
+issued and outstanding assuming all the Common Warrants are exercised, and To Elect will be the beneficial owner of an aggregate 6,071,104
+Ordinary Shares, which will represent 10.19% of the then total issued and outstanding Ordinary Shares.
+
+ 
+
+Implications
+of Being an Emerging Growth Company
+
+ 
+
+As
+a company with less than US$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, or the JOBS Act. An emerging growth company may take advantage of specified
+reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:
+
+ 
+
+ being
+ permitted to provide only two years of selected financial information (rather than five years)
+ and only two years of audited financial statements (rather than three years), 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;
+ and
+
+ 
+
+ an
+ exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley
+ Act, on the effectiveness of our internal control over financial reporting.
+
+ 
+
+We
+may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth
+company until the earliest of (1) the last day of the fiscal year in which the fifth anniversary of the completion of this offering occurs,
+(2) the last day of the fiscal year in which we have total annual gross revenue of at least US$1.235 billion, (3) the date on which we
+are deemed to be a "large accelerated filer" under the Exchange Act, which means the market value of our Ordinary Shares
+that are held by non-affiliates exceeds US$700.0 million as of the prior March 31, and (4) the date on which we have issued more than
+US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some, but not all, of the
+available exemptions. We have included two years of selected financial data in this prospectus in reliance on the first exemption described
+above. Accordingly, the information contained herein may be different from the information you receive from other public companies in
+which you hold stock.
+
+ 
+
+ 19
+
+ 
+
+ 
+
+ 
+
+Implications
+of Being a Foreign Private Issuer
+
+ 
+
+We
+currently report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as
+an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain
+provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:
+
+ 
+
+ the
+ sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations
+ in respect of a security registered under the Exchange Act;
+
+ 
+
+ the
+ sections of the Exchange Act requiring insiders to file public reports of their stock ownership
+ and trading activities and liability for insiders who profit from trades made in a short
+ period of time; and
+
+ 
+
+ the
+ rules under the Exchange Act requiring the filing with the Securities and Exchange Commission,
+ or the SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specified
+ information, or current reports on Form 8-K, upon the occurrence of specified significant
+ events.
+
+ 
+
+Both
+foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules.
+Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from
+the more stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers.
+
+ 
+
+In
+addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate
+governance matters that differ significantly from the corporate governance listing requirements of the Nasdaq Markets. These practices
+may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements
+of the Nasdaq. We rely on home country practice to be exempted from certain of the corporate governance requirements of the Nasdaq Markets,
+such that a majority of the directors on our Board of Directors are not required to be independent directors, our audit committee is
+not required to have a minimum of three members and neither our compensation committee nor our nomination committee is required to be
+comprised entirely of independent directors.
+
+ 
+
+ 20
+
+ 
+
+ 
+
+ 
+
+The
+Offering
+
+ 
+
+ 
+ Ordinary
+ Shares offered by us
+ 
+ Up
+ to 44,000,000 Ordinary Shares in aggregate represented by (i) up to 11,000,000 Ordinary Shares at an assumed fixed offering price
+ of US$0.60 per Ordinary Share during the duration of the offering, which is the same as the last reported sale price of our
+ Ordinary Shares on Nasdaq on February 26, 2025; and (ii) Common Warrants to purchase up to 33,000,000 Ordinary Shares. Each
+ Ordinary Share will be sold together with three Common Warrants.
+
+ 
+ 
+ 
+ 
+
+ 
+ Assumed
+ public offering price
+ 
+ The
+ Ordinary Shares are offered at an assumed public offering price of US$0.60 per Ordinary Share. The exercise price per Common Warrant
+ is US$0.01.
+
+ 
+ 
+ 
+ 
+
+ 
+ Best
+ efforts offering
+ 
+ We
+ are offering the Ordinary Shares on a best-efforts basis.
+
+ 
+
+ No
+ minimum offering amount is required as a condition to closing this offering. We intend to complete one closing of this offering but
+ may undertake one or more closings on a rolling basis. The offering will be terminated after 90 days of the effectiveness of this
+ registration statement, provided that the closing(s) of the offering for all of the Ordinary Shares have not occurred by such date,
+ and may not be extended.
+
+ 
+ 
+ 
+ 
+
+ 
+ Ordinary
+ Shares issued and outstanding immediately after this offering, assuming the sale of all of the Ordinary Shares offered in this Offering
+ 
+ 26,564,571
+ Ordinary Shares, excluding the 33,000,000 Ordinary Shares underlying the Common Warrants. This is based upon 15,564,571 Ordinary
+ Shares issued and outstanding as of the data of this prospectus.
+
+ 
+
+ 59.564.571
+ Ordinary Shares, including the 33,000,000 Ordinary Shares underlying the Common Warrants. This is based upon 15,564,571 Ordinary
+ Shares issued and outstanding as of the data of this prospectus.
+
+ 
+ 
+ 
+ 
+
+ 
+ Common
+ Warrants
+ 
+ Each
+ Ordinary Share will be sold together with three Common Warrants. Each Common Warrant has an exercise price per share equal to 1.6%
+ of the public offering price of the shares in this offering; the Common Warrant expires on the third anniversary of the initial exercise
+ date. This offering also relates to the Common Warrants sold in this offering, and the Ordinary Shares issuable upon exercise of
+ any Common Warrants sold in this offering.
+
+ 
+ 
+ 
+ 
+
+ 
+ Use
+ of proceeds
+ 
+ Based
+ on an assumed public offering price of US$0.60 per Ordinary Share, we estimate that we will receive net proceeds of approximately
+ $836,010 from this offering, excluding the exercise price for the Common Warrants, assuming the sales of all of the securities we
+ are offering, after deducting estimated offering expenses payable by us.
+
+ 
+
+ We
+ currently intend to use the net proceeds from this offering for strengthening brand and marketing, making investment in ESG and green
+ environmental related projects and working capital. See "Use of Proceeds".
+
+ 
+ 
+ 
+ 
+
+ 
+ Risk
+ factors
+ 
+ Investing
+ in our Ordinary Shares involves high degree of risks. See "Risk Factors" beginning on page 17 of this prospectus for
+ a discussion of factors you should carefully consider before deciding to invest in our Ordinary Shares.
+
+ 
+ 
+ 
+ 
+
+ 
+ Listing
+ 
+ Our
+ Ordinary Shares are listed on the Nasdaq Capital Market under the symbol "ROMA". There is no established public trading
+ market for the Common Warrants. We do not intend to apply for a listing of the Common Warrants on any national securities exchange
+ or other nationally recognized trading system and we do not expect a market to develop.
+
+ 
+ 
+ 
+ 
+
+ 
+ Transfer
+ Agent
+ 
+ VStock
+ Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598; telephone: 212-828-8436, toll-free: 855-9VSTOCK.
+
+ 
+ 
+ 
+ 
+
+ 
+ Trading
+ symbol
+ 
+ ROMA
+
+ 
+ 
+ 
+ 
+
+ 
+ Payment
+ and Settlement
+ 
+ We
+ expect that the delivery of the Ordinary Shares for the initial closing will be against payment therefor will occur within two business
+ days of the purchase of the Ordinary Shares.
+
+ 
+ 
+
+ 21
+
+ 
+
+ 
+
+ 
+
+RISK
+FACTORS
+
+ 
+
+Investing
+in our Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks,
+as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could
+materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends
+and the trading price of our Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem
+to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows
+and ability to pay dividends, and you may lose all or part of your investment.
+
+ 
+
+Risks
+Related to Our Business and Industry
+
+ 
+
+Our
+revenues, operating income and cash flows are likely to fluctuate.
+
+ 
+
+We
+experienced fluctuations in our revenues and cost structure and the resulting operating income and cash flows during the two years ended
+March 31, 2024 and 2023 and the six months ended September 30, 2024. We may experience fluctuations in our financial results for reasons
+that may include: (i) the types and complexity, number, size, timing and duration of client engagements; (ii) the timing of revenue recognition
+under U.S. GAAP; (iii) increase in labor costs; (iv) the geographic locations of our clients or the locations where services are rendered;
+(v) fee arrangements, including the opportunity and ability to successfully reach milestones and complete, and collect success fees and
+other outcome-contingent or performance-based fees; (vi) changes in the frequency and complexity of government and/or regulatory body
+activities; (vii) fee adjustments upon the renewal of expired or extended service contracts or acceptance of new clients due to the adjusted
+scope per our refined business strategy, and (viii) economic factors beyond our control.
+
+ 
+
+We
+incurred net losses for the years ended March 31, 2024 and March 31, 2023 and the six months ended September 30, 2024 and may be unable
+to generate sufficient operating cash flows and working capital to continue as a going concern. Failure to manage our liquidity and cash
+flows may materially and adversely affect our financial condition and results of operations.
+
+ 
+
+We
+incurred net losses of HK$5,840,256 (US$748,749) and HK$1,009,295 (US$129,397) for the years ended March 31, 2024 and 2023, respectively
+and HK$17,354,044 (US$2,224,878) during the six months ended September 30, 2024. We had net cash generated cash flows (used in) provided
+by from operating activities of HK$(25,052,544) (US$(3,211,864)) and HK$546,611 (US$70,078) during the years ended March 31, 2024 and
+2023, respectively. We can offer no assurance that we will operate profitably or that we will generate positive cash flows in the future,
+given our substantial expenses in relation to our revenue at this stage of our Company. Inability to collect our accounts receivable
+in a timely and sufficient manner, or the inability to offset our expenses with adequate revenue, may adversely affect our liquidity,
+financial condition and results of operations. Our accounts receivable are written off to the extent that there is no realistic prospect
+of recovery, which is generally after all means of collection have been exhausted and no alternative payment arrangement could be agreed
+between both parties. The provision for impairment on accounts receivable are estimated by reference to past default experience of the
+debtor and current market condition in relation to each debtor s exposure. The provision for impairment on accounts receivable
+also incorporates forward looking information with reference to general macroeconomic conditions that may affect the ability of the debtors
+to settle receivables. Although we believe that our cash on hand and anticipated cash flows from operating activities will be sufficient
+to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for the next 12 months,
+we cannot assure you this will be the case.
+
+ 
+
+If
+and when we are unable to generate sufficient cash flows from operations to meet our working capital requirements and various operating
+needs, we may need to raise additional funds for our operations and such funds may not be available on commercially acceptable terms,
+if at all. If we are unable to raise funds on acceptable terms, we may be unable to execute our business plan, take advantage of future
+opportunities, or respond to competitive pressures or unanticipated requirements. This may seriously harm our business, financial condition
+and results of operations. If we are unable to achieve or maintain profitability, the market price of our shares may significantly decrease.
+In the event that the Company requires additional funding to finance its operations, the Company s controlling shareholder has
+indicated his intent and ability to provide reasonable financial support, however, there is no assurance such funding will be available
+when the Company needs it in the future.
+
+ 
+
+We
+rely on our management team and other key personnel in operating our business.
+
+ 
+
+Our
+success relies, to a significant extent, on the experience and knowledge of our professional staff and senior management. Luk Huen Ling
+Claire, Koh Chuan Yong and Lam Hing Fat will have primary responsibility for overseeing the operations of our Group. If Luk Huen Ling
+Claire, Koh Chuan Yong or Lam Hing Fat were no longer serving as executive officers of the Company for whatever reason, the Group s
+operations and financial performance could be adversely affected. We do not carry key person life insurance on Luk Huen Ling Claire,
+Koh Chuan Yong or Lam Hing Fat. Further, there can be no assurances that other staff and executive management will not leave our Company,
+nor can we prevent them from establishing businesses in competition with our Group. It may be costly and time-consuming to find suitable
+replacements for our Group s key personnel, particularly experienced in the ESG industry and internal control advisory as suitable
+candidates are scarce in the market. The loss of the services of one or more members of our Group s key personnel due to their
+departure or other reasons, if our Group fails to replace any vacancy by recruiting new competent personnel with relevant experience
+and knowledge in the market, and/or employees leaving and setting up business in competition with our Group could adversely and significantly
+affect our Group s operation and financial position.
+
+ 
+
+ 22
+
+ 
+
+ 
+
+ 
+
+Our
+revenues are unpredictable due to the nature of our business.
+
+ 
+
+Our
+Group s revenue is generated from the provision of services on a project-by-project basis and is subject to the size of the project
+and the scope of services rendered. In addition, terms and conditions of each mandate including its payment schedule are generally negotiated
+and determined at arm s length with our Group s clients on a project-by-project basis.
+
+ 
+
+Given
+that our revenue is non-recurring in nature, our revenue and profitability are unpredictable. In addition, in respect of any mandate
+that has been or will be signed by our Group, there is also no assurance that the project will be completed pursuant to the terms and
+conditions of such mandate. If a project cannot be completed after a substantial amount of time and effort having been spent by our Group,
+or if our Group is unable to secure mandates with adequate costs coverage commensurate with the work to be done by us, our revenue and
+profitability will be adversely affected.
+
+ 
+
+We
+have a limited operating history and our future revenue and profits are subject to uncertainties.
+
+ 
+
+RRA
+was incorporated with limited liability in Hong Kong on August 2, 2018 and Roma (S) was incorporated as a limited company in Singapore
+on January 3, 2022. Our Group has a relatively short operating history upon which an evaluation of its prospects and profitability can
+be based. Such prospects and profitability must be considered in light of the risks, uncertainties, expenses and difficulties encountered
+by any new company. Such risks and uncertainties may affect our ability to (i) develop and maintain a wide range of environmental, social
+and governance services for its clients; (ii) increase market acceptance of our services; and (iii) compete with other services providers
+which provide same or similar services to that of our Group. Our limited operating history makes the prediction of future results of
+operations difficult, and therefore, past results of operations achieved by us should not be taken as indicative of the rate of growth,
+if any, that can be expected in the future. As a result, you should consider our future prospects in light of the risks and uncertainties
+experienced by early stage companies in a rapidly evolving and increasingly competitive market in Hong Kong and Singapore.
+
+ 
+
+We
+may be unable to successfully implement our business strategies and future plans for our Operating Subsidiaries.
+
+ 
+
+As
+part of our business strategies and future plans, we intend to expand our Operating Subsidiaries operations. While we have planned such
+expansion based on our outlook regarding our Operating Subsidiaries business prospects, there is no assurance that such expansion plans
+will be commercially successful or that the actual outcome of those expansion plans will match our expectations. The success and viability
+of our expansion plans are dependent upon our ability to successfully implement our development projects, hire and retain skilled employees
+to carry out our Operating Subsidiaries services and business strategies and future plans and implement strategic business development
+and marketing plans effectively and upon an increase in demand for their services by existing and new customers in the future.
+
+ 
+
+Further,
+the implementation of our business strategies and future plans for our Operating Subsidiaries business operations may require substantial
+capital expenditure and additional financial resources and commitments. There is no assurance that these business strategies and future
+plans will achieve the expected results or outcome such as an increase in revenue that will be commensurate with our investment costs
+or the ability to generate any cost savings, increased operational efficiency and/or productivity improvements to our Operating Subsidiaries 
+operations. There is also no assurance that we will be able to obtain financing on terms that are favorable, if at all. If the results
+or outcome of our future plans do not meet our expectations, including if our Operating Subsidiaries fail to achieve a sufficient level
+of revenue or fail to manage their costs efficiently, we may not be able to recover our investment costs and our business, financial
+condition, results of operations and prospects may be adversely affected.
+
+ 
+
+Possible
+adverse impact on our business as a result of a loss of business reputation or negative publicity due to, among others, substandard quality
+of work or reports.
+
+ 
+
+As
+a professional services firm, our ability to secure new projects depends heavily upon its reputation and the reputation of its professional
+team. Negative publicity associated with our Group or our professional team, including failure to meet clients expectations or
+misconduct by our professional team, could result in loss of clients or increased difficulty in soliciting new clients and projects.
+In the event that, (i) any client or authority is not satisfied with the quality of work or reports prepared by us; (ii) there is any
+delay in completing the transactions because of the substandard quality of work performed by us; (iii) any party raises any complaints
+regarding the quality of our work or reports; or (iv) any authority or regulator rejecting the work performed or reports prepared by
+us which comes to the attention of the public and/or its existing and/or potential clients, the business reputation and branding of our
+Group may be adversely affected. Similarly, referral by our Group s former or current clients is one of the sources of business
+for our Group. If any client has doubts on our quality of work or that of our professional team, such could impair our ability to secure
+new clients and projects through referral, which will result in an adverse effect on our business, growth prospects and results of operations
+and/or financial condition.
+
+ 
+
+ 23
+
+ 
+
+ 
+
+ 
+
+In
+general, we do not enter into long-term contracts with our clients, which may expose us to potential uncertainty with respect to its
+revenue from time to time.
+
+ 
+
+During
+the two years ended March 31, 2024 and 2023 and during the six months ended September 30, 2024, our revenue was derived mainly from companies
+listed on the HKSE. Most of the clients engage us to perform various non-recurring environmental, social and governance services in accordance
+with their respective business development plans and corporate activities and compliance requirements. Management believes that it is
+a market practice that these companies tend not to enter into any long-term agreement or commitment with any such service providers.
+There is no assurance that our clients will continue retaining us to provide environmental, social and governance services in the future.
+Should our Group fail to be awarded new projects in the future, our operations and results would be adversely affected.
+
+ 
+
+We
+are subject to potential exposure to professional liabilities.
+
+ 
+
+Our
+environmental, social and governance services normally involve providing professional advice and professional reports to our clients.
+A client, who relies on our professional advice and professional reports, suffers loss as a result of us having been negligent in providing
+such services, could claim compensation from us. Management considers that the main business risk associated with environmental, social
+and governance services is the possible claims or lawsuits arising from professional negligence, misconduct and fraudulent acts. During
+the years ended March 31, 2024 and 2023 and during the six months ended September 30, 2024, it was a common term in all of our mandates
+with clients that our liability in connection with services to be provided would be limited to the amount of fees received by us under
+the relevant mandates.
+
+ 
+
+Internal
+control measures have been adopted by us to mitigate the risk arising from professional negligence, misconduct and fraudulent acts caused
+by our employees and to ensure that all projects are performed with up-to-standard quality in accordance with the relevant standards,
+for the purpose of limiting its exposure to professional liability. In spite of the internal control measures adopted by us, there is
+no assurance that these measures can completely eliminate professional negligence, misconduct and/or fraudulent acts caused by our employees.
+If we experience any event of professional negligence, misconduct and/or fraudulent acts, we could be exposed to liabilities, such as
+claims and/or lawsuits. It may also have an adverse impact on our financial position and reputation. Since its establishment and up to
+September 30, 2024, we have not been subject to nor received any claims resulting from services provided to its clients.
+
+ 
+
+We
+may be adversely affected by the losses or liabilities arising from misstatement or leakage of confidential information handled by us.
+
+ 
+
+From
+time to time, we handle important and price-sensitive information for both listed companies and private entities in providing services
+to its clients. We required all of our employees to comply with our control procedures to protect the confidentiality of its client s
+information. However, there is no assurance that the procedures can completely eliminate mis- statement or leakage of its clients 
+confidential information. If we experience any mis-statement or leakage of confidential information of its clients, we could be exposed
+to liabilities, such as complaints and/or claims, which may have an adverse impact on our financial position and reputation.
+
+ 
+
+Our
+business may face risks of clients default on payment.
+
+ 
+
+Some
+of our clients are businesses experiencing or being exposed to potential financial distress, facing complex challenges, being involved
+in litigation or regulatory proceedings, or facing foreclosure of collateral or liquidation of assets. The aforementioned situations
+may become increasingly prevalent among our existing and potential clients in light of the current uncertain micro-economic conditions
+and/or potential economic slowdowns or recession. Such clients may have insufficient funds to continue operations or to pay for our services.
+
+ 
+
+We
+generally offer a fixed fee arrangement on our fees. Our failure to manage the engagements efficiently or collect the fees could expose
+us to a greater risk of loss on such engagements. Providing services to clients that do not correlate to actual costs incurred may negatively
+impact our profitability on such engagements and adversely affect the financial results of our business. We treat the outstanding fees
+that we are unable to collect based on objective evidence as write-offs and will not adjust or accept renegotiation. The provision for
+impairment on accounts receivable are estimated by reference to past default experience of the debtor and current market condition in
+relation to each debtor s exposure. The provision for impairment on accounts receivable also incorporates forward looking information
+with reference to general macroeconomic conditions that may affect the ability of the debtors to settle receivables. Our fees set forth
+in existing service contracts are not negotiable and may not be adjusted even if fee collection is not probable. Management periodically
+monitors the outstanding fees, making an effort to timely collect outstanding fees and reviews the adequacy of write-offs to minimize
+the impact of the potential payment defaults. The collection rate was over 85% and approximately HK$0.1 million was written-off historically.
+
+ 
+
+We
+may be inadequately insured against losses and liabilities arising from our operations.
+
+ 
+
+We
+are not subject to any professional insurance requirement under the existing regulatory environment. Management believes that it is an
+industry norm or a common practice for local service providers such as ourselves in Hong Kong not to take out insurance coverage for
+potential liability arising from professional negligence, fraud or employee misconduct. In the event that there is any claim against
+us for damages that is not covered by our business insurance, we will consider making relevant provision for the contingent liabilities
+in its financial statements.
+
+ 
+
+Any
+claims relating to professional negligence, misconduct and/or fraudulent act may lead to legal and/or other proceedings and may result
+in substantial costs and diversion of resources and management s attention. Any imposition of liability on us or any substantial
+claim against us for professional negligence, misconduct and fraudulent acts may adversely affect our business and financial position.
+
+ 
+
+ 24
+
+ 
+
+ 
+
+ 
+
+We
+may be exposed to risks in relation to compliance standards.
+
+ 
+
+Certain
+types of reports which we prepare are used by our clients for the purpose of their compliance with regulations and/or requirements under
+the Main Board Listing Rules, the GEM Listing Rules and/or internationally recognized codes and/or standards. Compliance standards in
+relation to regulations and/or requirements may also change from time to time. New regulations and/or requirements and/or changes in
+the interpretation of existing regulations or requirements may escalate the compliance costs for us or limit our ability to provide these
+services such that our profitability in the provisions of advisory services may be affected. Any failure to comply with the regulations
+and/or requirements may also result in failure to issue reports and thereby affect our financial performance.
+
+ 
+
+We
+may be exposed to risks relating to our computer hardware system and data storage.
+
+ 
+
+We
+have maintained a 24-hour standby information technology support for our computer hardware and data storage. The data center and the
+computer server of our Group are currently located at our premises with restricted access to authorized persons such as senior management
+and/or the information technology supporting staff. However, there is no assurance that we have sufficient ability to protect the computer
+hardware and data storage from all possible damage including but not limited to acts of nature, telecommunications breakdown, electricity
+failure or similar unexpected events. We neither maintain any off-site computer hardware center and servers nor have any facilities to
+back up all the data in the event of physical breakdown and damage of all these computer hardware and data. We do not take out any insurance
+to protect us from all the associated risks. As such, any damage to our computer hardware and data will cause business interruption to
+our Group and thus will directly and adversely affect the operating performance of our Group.
+
+ 
+
+Our
+network computer system is vulnerable to the attack of computer virus, worms, trojan horses, hackers or other similar computer network
+disruptive problems. Any failure in safeguarding the computer network system from these disruptive problems will cause the breakdown
+of the computer network system and leakage of confidential information of our Group and our clients. Although we have installed computer
+antivirus software and a network router to protect the network system and has been relying on third party authentication technology to
+facilitate the transmission of confidential information, there is no assurance that our computer network system is absolutely secured.
+Any failure in the protection of computer network system from external threat may cause disruption of our operation and may damage our
+reputation for any breach of confidentiality to our clients and in turn may indirectly adversely affect our business operation and performance.
+During the years ended March 31, 2024 and 2023 and during the six months ended September 30, 2023, we did not experience any breakdown
+in our computer network system or breach of confidentiality.
+
+ 
+
+Our
+Group s business may be adversely affected by the downturn of Hong Kong s economy or stock market owing to unforeseen circumstances.
+
+ 
+
+Since
+nearly all of our revenue is derived from Hong Kong, our business and results of operations are affected by the overall performance of
+the Hong Kong economy which is influenced by factors including, inter alia, local and international economic and political conditions,
+general market sentiment, changes in the regulatory environment and fluctuations in interest rates. Unforeseen circumstances such as
+economic downturn or natural disaster which are beyond our control may affect its business. Likewise, any prolonged downturn in the stock
+market may lead to a reduction in mergers and acquisitions, initial public offerings and/or other corporate activities, which may adversely
+affect the volume of our business and profitability. Any such unforeseen circumstances may adversely affect the operations and financial
+performance of our Group in a material respect.
+
+ 
+
+We
+may be adversely affected by changes in the laws and regulations governing our customers and the stock exchanges in which they are listed.
+
+ 
+
+For
+the two years ended March 31, 2024 and the six months ended September 30, 2024, a majority of our clients are companies listed on HKSE,
+which are subject to all the applicable laws and regulations, including but not limited to, the Main Board Listing Rules and the GEM
+Listing Rules.
+
+ 
+
+Should
+the Main Board Listing Rules and/or the GEM Listing Rules and/or any other regulations regarding disclosure and/or compliance relating
+to environmental, social and governance be amended in such a way that the scope of work or extent of disclosures regarding environmental,
+social and governance change materially or our services are greatly reduced, the volume of our business and profitability may be adversely
+affected.
+
+ 
+
+If
+we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results
+of operations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.
+
+ 
+
+Prior
+to January 11, 2024, we were a private company with limited accounting personnel. Furthermore, our management had not performed an assessment
+of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm had not
+conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary
+for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.
+
+ 
+
+ 25
+
+ 
+
+ 
+
+ 
+
+Our
+failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements
+that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors
+to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of the
+Ordinary Shares.
+
+ 
+
+We
+are subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that we include
+a report of management on our internal control over financial reporting in our annual report on Form 20-F. In addition, if we cease to
+be an "emerging growth company" as such term is defined in the JOBS Act, our independent registered public accounting firm
+must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may
+conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal
+control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent
+testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are
+documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, being a public
+company, our reporting obligations may place a significant burden on our management, operational and financial resources and systems
+for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.
+
+ 
+
+During
+the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify
+material weaknesses and deficiencies in our internal control over financial reporting. The Public Company Accounting Oversight Board,
+or PCAOB, has defined a material weakness as "a deficiency, or a combination of deficiencies in internal control over financial
+reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented
+or detected on a timely basis."
+
+ 
+
+In
+addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented
+or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial
+reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment,
+we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause
+investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our
+results of operations and lead to a decline in the trading price of our Ordinary Shares. Additionally, ineffective internal control over
+financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States
+securities laws and subject us to potential delisting from Nasdaq, to regulatory investigations and to civil or criminal sanctions.
+
+ 
+
+Risks
+Relating to Doing Business in Hong Kong
+
+ 
+
+A
+downturn in the Hong Kong or global economy, or a change in economic and political policies of the PRC, could materially and adversely
+affect our Hong Kong Operating Subsidiary s business and financial condition.
+
+ 
+
+Our
+Hong Kong Operating Subsidiary s business, prospects, financial condition and results of operations may be influenced to a significant
+degree by political, economic and social conditions in Hong Kong and China generally. The Chinese 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 the Chinese economy has experienced significant growth over the past decades,
+growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various
+measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy,
+but may have a negative effect on our Hong Kong Operating Subsidiary.
+
+ 
+
+Economic
+conditions in Hong Kong and China are sensitive to global economic conditions. Any prolonged slowdown in the global or Chinese economy
+may affect our current customers and potential customers businesses, and have a negative impact on our Hong Kong Operating
+Subsidiary s 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.
+
+ 
+
+Substantially
+all of our operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese
+government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations
+at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. The enforcement of laws
+and that rules and regulations in China can change quickly with little advance notice. The Chinese government may intervene or influence
+our Operating Subsidiaries operations at any time, or may exert more control over securities offerings conducted overseas and/or
+foreign investment in Hong Kong-based issuers, which could result in a material change in our Operating Subsidiaries operations
+and/or the value of the Ordinary Shares.
+
+ 
+
+Our
+operations are primarily located in Hong Kong and some of our clients are PRC companies that have shareholders or directors that are
+PRC individuals and some of our clients are Hong Kong listed entities that have shareholders or directors that are PRC individuals. As
+of the date of this prospectus, we do not expect to be materially affected by recent statements by the PRC government indicating an intent
+to exert more oversight and control over securities offerings that are conducted overseas and/or foreign investment in China-based issuers.
+However, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to
+the implementation and interpretation of laws in China. The PRC government may choose to exercise significant oversight and discretion,
+and the policies, regulations, rules, and the enforcement of laws of the Chinese government to which we are subject may change rapidly
+and with little advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing
+laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently
+by different agencies or authorities, and may be inconsistent with our current policies and practices. New laws, regulations, and other
+government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations
+or any other government actions may:
+
+ 
+
+ delay
+ or impede our development;
+
+ 
+
+ 26
+
+ 
+
+ 
+
+ 
+
+ result
+ in negative publicity or increase our operating costs;
+
+ 
+
+ require
+ significant management time and attention; and/or
+
+ 
+
+ subject
+ us to remedies, administrative penalties and even criminal liabilities that may harm our
+ business, including fines assessed for our current or historical operations, or demands or
+ orders that we modify or even cease our business practices.
+
+ 
+
+The
+PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with
+little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based
+companies listed overseas using a variable interest entity ("VIE") structure, adopting new measures to extend the scope of
+cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. These regulatory actions and statements emphasize the
+need to strengthen the administration over illegal securities activities and the supervision of China-based companies seeking overseas
+listings. Additionally, companies are required to undergo a cybersecurity review if they hold large amounts of data related to issues
+of national security, economic development or public interest before carrying our mergers, restructuring or splits that affect or may
+affect national security. These statements were recently issued and their official guidance and interpretation remain unclear at this
+time. While we believe that our Hong Kong Operating Subsidiary s operations are not currently being affected, they may be subject
+to additional and stricter compliance requirements in the near term. Compliance with new regulatory requirements or any future implementation
+rules may present a range of new challenges which may create uncertainties and increase our Hong Kong Operating Subsidiary s cost
+of operations.
+
+ 
+
+The
+Chinese government may intervene or influence our Hong Kong Operating Subsidiary s operations at any time and may exert more control
+over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our Hong Kong
+Operating Subsidiary s operations and/or the value of our Ordinary Shares. Any legal or regulatory changes that restrict or otherwise
+unfavorably impact our Hong Kong Operating Subsidiary s ability to conduct their business could decrease demand for their services,
+reduce revenues, increase costs, require them to obtain more licenses, permits, approvals or certificates, or subject them to additional
+liabilities. To the extent any new or more stringent measures are implemented, our business, financial condition and results of operations
+could be adversely affected, and the value of our Ordinary Shares could decrease or become worthless.
+
+ 
+
+Although
+we are based in Hong Kong, if we should become subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed
+China-based companies, we may have to expend significant resources to investigate and/or defend the allegations, which could harm our
+Hong Kong Operating Subsidiary s business operations, this offering and our reputation, and could result in a loss of your investment
+in our Ordinary Shares if such allegations cannot be addressed and resolved favorably.
+
+ 
+
+During
+the last several years, U.S. listed public companies that have substantially all of their operations in China have been the subject of
+intense scrutiny by investors, financial commentators and regulatory agencies. Much of the scrutiny has centered on financial and accounting
+irregularities and mistakes, lack of effective internal controls over financial reporting and, in many cases, allegations of fraud. As
+a result of this scrutiny, the publicly traded stock of many U.S.-listed Chinese companies that have been the subject of such scrutiny
+has sharply decreased in value. Many of these companies are now subject to shareholder lawsuits and/or SEC enforcement actions that are
+conducting internal and/or external investigations into the allegations.
+
+ 
+
+Although
+we are based in Hong Kong, if we should become the subject of any such scrutiny, whether any allegations are true or not, we may have
+to expend significant resources to investigate such allegations and/or defend the Company. Such investigations or allegations would be
+costly and time-consuming and likely would distract our management from our normal business and could result in our reputation being
+harmed. The price of our Ordinary Shares could decline because of such allegations, even if the allegations are false.
+
+ 
+
+There
+are political risks associated with conducting business in Hong Kong.
+
+ 
+
+Any
+adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well
+as significant natural disasters, may affect the market and adversely affect the business operations of the Company. Hong Kong is a special
+administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, Hong Kong s
+constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial
+powers, including that of final adjudication under the principle of "one country, two systems." However, there is no assurance
+that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since our operation is
+based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong,
+thereby directly and adversely affecting our results of operations and financial positions.
+
+ 
+
+ 27
+
+ 
+
+ 
+
+ 
+
+Under
+the Basic Law of the Hong Kong Special Administrative Region of the People s Republic of China, Hong Kong is exclusively in charge
+of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As
+a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent developments,
+including the Law of the People s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region
+issued by the Standing Committee of the PRC National People s Congress in June 2020, the U.S. State Department has indicated that
+the United States no longer considers Hong Kong to have significant autonomy from China and at the time President Trump signed an executive
+order and Hong Kong Autonomy Act, or HKAA, to remove Hong Kong s preferential trade status and to authorize the U.S. administration
+to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong
+Kong s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places
+on goods from mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the
+U.S, China and Hong Kong, which could potentially harm our business.
+
+ 
+
+Given
+the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our Operating Subsidiaries 
+business operations, which could in turn adversely and materially affect our business, results of operations and financial condition.
+It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore,
+legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including
+us, and the market price of our Ordinary Shares could be adversely affected.
+
+ 
+
+Changes
+in international trade policies, trade disputes, barriers to trade or the emergence of a trade war may dampen growth in markets where
+the majority of our Operating Subsidiary s customers reside.
+
+ 
+
+Political
+events, international trade disputes and other business interruptions could harm or disrupt international commerce and the global economy,
+and could have a material adverse effect on our Operating Subsidiaries and their customers, our Operating Subsidiaries service
+providers and their other partners. International trade disputes could result in tariffs and other protectionist measures, which may
+materially and adversely affect our Operating Subsidiaries business.
+
+ 
+
+Political
+uncertainty, such as the recent invasion by Russia in Ukraine, and surrounding international trade disputes and their potential of escalation
+to trade wars and global recession, could have a negative effect on customer confidence, which could materially and adversely affect
+our Operating Subsidiaries business. Our Operating Subsidiary s may also have access to fewer business opportunities, and
+their operations may be negatively impacted as a result. In addition, the current and future actions or escalations by either the United
+States or China, including those sanctions imposed by the United States and other countries on Russia, and that affect trade relations
+may cause global economic turmoil and potentially have a negative impact on our Operating Subsidiaries markets, its business,
+or results of operations, as well as the financial condition of its customers. We cannot provide any assurances as to whether such actions
+will occur or the form that they may take.
+
+ 
+
+The
+Company may rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements
+it may have, and any limitations or restrictions, prohibitions, interventions or limitations by the PRC government on the ability of
+the Company or our Operating Subsidiaries to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being
+available to fund operations or for other uses outside of Hong Kong, which on the ability of the Operating Subsidiaries to make payments
+to the Company could have a material and adverse effect on the business.
+
+ 
+
+Within
+our structure, funds from foreign investors can be directly transferred to our Hong Kong or Singapore subsidiaries by way of capital
+injection or in the form of a shareholder loan from the Company following this offering. As a holding company, we may rely on dividends
+and other distributions on equity paid by our Operating Subsidiaries for our cash and financing requirements. We are not prohibited by
+the laws of the Cayman Islands and our memorandum and articles of association (as amended from time to time) to provide funding to our
+Operating Subsidiaries incorporated in Hong Kong and Singapore through loans and/or capital contributions. Our Operating Subsidiaries
+are permitted under the laws of Hong Kong and Singapore (as the case may be) to issue cash dividends to us without limitation on the
+size of such dividends. However, if any of our Operating Subsidiaries incur debt on their own behalf, the instruments governing such
+debt may restrict their ability to pay dividends. We do not maintain cash management policies or procedures with respect to the size
+or means of such transfers. There can be no assurance that the PRC government will not restrict or prohibit the flow of cash in or out
+of Hong Kong. Any restrictions, prohibitions, interventions or limitations by the PRC government on the ability of the Company or our
+Operating Subsidiaries to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund
+operations or for other uses outside of Hong Kong. Any limitation on the ability of the Operating Subsidiaries to distribute dividends
+or other payments to the Company could materially and adversely limit the ability to grow, make investments or acquisitions that could
+be beneficial to the businesses, pay dividends or otherwise fund and conduct the business.
+
+ 
+
+ 28
+
+ 
+
+ 
+
+ 
+
+The
+PCAOB determinations provides that if the Board is unable to inspect or investigate completely registered public accounting firms headquartered
+in China or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities
+in China or Hong Kong it could result in the prohibition of trading in our securities by not being allowed to list on a U.S. exchange,
+and as a result an exchange may determine to delist our securities, which would materially affect the interest of our investors.
+
+ 
+
+The
+HFCA Act, which was enacted on December 18, 2020, states that if the SEC determines that a company has filed audit reports issued by
+a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021,
+the SEC shall prohibit the company s shares from being traded on a national securities exchange or in the over the counter trading
+market in the United States.
+
+ 
+
+On
+March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements
+of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a "non-inspection"
+year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA
+Act, including the listing and trading prohibition requirements described above.
+
+ 
+
+On
+June 22, 2021, the Senate passed the AHFCAA which, if signed into law, would reduce the time period for the delisting of foreign companies
+under the HFCA Act to two consecutive years instead of three years. In the event the HFCA Act is amended to prohibit an issuer s
+securities from trading on any U.S. stock exchange and our auditor is not subject to PCAOB inspections for two consecutive years instead
+of three, it will reduce the time before our Ordinary Shares may be prohibited from trading or delisted from an exchange if our auditor
+is not subject to inspection by the PCAOB.
+
+ 
+
+On
+November 5, 2021, the SEC approved the PCAOB s Rule 6100, Board Determinations Under the HFCA Act, Rule 6100 provides a framework
+for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it 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 HFCA Act.
+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 the PCAOB is unable to inspect or investigate completely because of
+a position taken by an authority in foreign jurisdictions.
+
+ 
+
+On
+December 16, 2021, PCAOB announced the PCAOB determinations relating to the PCAOB s inability to inspect or investigate completely
+registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency
+of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong. The PCAOB determinations provide that if
+the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in China or Hong Kong, a Special
+Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in China or Hong Kong, it could
+result in the prohibition of trading in our securities by not being allowed to list on a U.S. exchange, and as a result an exchange may
+determine to delist our securities, which would materially affect the interest of our investors.
+
+ 
+
+Our
+auditor, JSA is registered with the PCAOB and subject to inspections by the PCAOB on a regular basis with the last inspection in January
+2024. JSA s office is located in Malaysia. Therefore, we believe that, as of the date of this prospectus, our auditor is not subject
+to the determinations announced by the PCAOB on December 16, 2021 relating to the PCAOB s inability to inspect or investigate completely
+registered public accounting firms headquartered in the PRC or Hong Kong because of a position taken by one or more authorities in the
+PRC or Hong Kong. However, to the extent that our auditor s work papers may, in the future, become located in China, such work
+papers will not be subject to inspection by the PCAOB because the PCAOB is currently unable to conduct inspections without the approval
+of the Chinese authorities. Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies
+in those firms audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve
+future audit quality. The inability of the PCAOB to conduct inspections of our auditors work papers in China would make it more
+difficult to evaluate the effectiveness of our auditor s audit procedures or quality control procedures as compared to auditors
+outside of China that are subject to PCAOB inspections. As a result, our investors may be deprived of the benefits of the PCAOB s
+oversight of our auditor through such inspections and they may lose confidence in our reported financial information and procedures and
+the quality of our financial statements. We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or
+more stringent criteria to us. Such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected.
+
+ 
+
+We
+will be required to comply with these rules if the SEC identifies us as having a "non-inspection" year under a process to
+be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing
+and trading prohibition requirements described above. Further, the United States Senate passed the Accelerated Holding Foreign Companies
+Accountable Act, which, if enacted, would amend the HFCA Act to require the SEC to prohibit an issuer s securities from trading
+on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.
+
+ 
+
+During
+the prior fiscal years ended March 31, 2024 and 2023, including through the date of this prospectus, our auditor does not have any documentation
+related to their audit reports located in China. However, to the extent that our independent registered public accounting firm s
+audit documentation related to their audit reports for the Company may be located in China, the PCAOB may not be able to inspect such
+audit documentation and, as a result, you may be deprived of the benefits of such inspection.
+
+ 
+
+ 29
+
+ 
+
+ 
+
+ 
+
+On
+August 26, 2022, the PCAOB signed a Statement of Protocol (the "SOP") Agreement with the CSRC and China s Ministry
+of Finance. The SOP, together with two protocol agreements governing inspections and investigations (together, the "SOP Agreements"),
+establish a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based
+in mainland China and Hong Kong, as required under U.S. law. Under the SOP Agreements the PCAOB shall have independent discretion to
+select any firms for inspection or investigation and has the unfettered ability to retain any information as needed. On December 15,
+2022, the PCAOB announced that it has completed a test inspection of two selected auditing firms in mainland China and Hong Kong and
+has voted to vacate its previous Determination Report, which concluded in December 2021 that the PCAOB could not inspect or investigate
+completely registered public accounting firms based in mainland China or Hong Kong. However, if in the future the PCAOB is prohibited
+from conducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong,
+then the companies audited by those registered public accounting firms could be subject to a trading prohibition on U.S. markets pursuant
+to the HFCA Act.
+
+ 
+
+If
+we change auditors and they are subsequently located in China or Hong Kong and the PCAOB is unable to inspect or investigate completely
+our auditor, it could result in the prohibition of trading in our securities by not being allowed to list on a U.S. exchange, and as
+a result an exchange may determine to delist our securities, which would materially affect the interest of our investors.
+
+ 
+
+The
+enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the "Hong Kong National
+Security Law") could impact our Hong Kong subsidiaries, including one of our Operating Subsidiaries.
+
+ 
+
+On
+June 30, 2020, the Standing Committee of the PRC National People s Congress adopted the Hong Kong National Security Law. This law
+defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories
+of offenses — secession, subversion, terrorist activities and collusion with a foreign country or external elements to endanger
+national security — and their corresponding penalties. On July 14, 2020, the former U.S. President, Donald Trump, signed the Hong
+Kong Autonomy Act, or HKAA, into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities
+who are determined to have materially contributed to the erosion of Hong Kong s autonomy. On August 7, 2020 the U.S. government
+imposed HKAA-authorized sanctions on eleven individuals, including HKSAR chief executive Carrie Lam. On October 14, 2020, the U.S. State
+Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to
+"the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law." The HKAA further
+authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly
+conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect
+the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted.
+It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong
+Kong. If our Hong Kong Operating Subsidiary is determined to be in violation of the Hong Kong National Security Law or the HKAA by competent
+authorities, our business operations, financial position and results of operations could be materially and adversely affected.
+
+ 
+
+We
+may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted
+overseas and/or other foreign investment in China-based issuers, and any failure to comply with applicable laws and regulations could
+have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer
+or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.
+
+ 
+
+On
+June 10, 2021, the Standing Committee of the National People s Congress enacted the PRC Data Security Law, which took effect on
+September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose
+of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for
+data security.
+
+ 
+
+On
+July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly
+issued a document to crack down on certain activities in the securities markets and promote the high-quality development of the capital
+markets, which, among other things, requires the relevant governmental authorities to strengthen cross- border oversight of law-enforcement
+and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system
+of extraterritorial application of the PRC securities laws.
+
+ 
+
+On
+August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People s Congress voted and passed the "Personal
+Information Protection Law of the People s Republic of China", or "PRC Personal Information Protection Law",
+which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information
+of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of
+providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural
+persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.
+
+ 
+
+On
+December 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which will
+take effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Measures for
+Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services,
+and online platform operator (together with the operators of critical information infrastructure, the "Operators") carrying
+out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform
+operator who controls more than one million users personal information must go through a cybersecurity review by the cybersecurity
+review office if it seeks to be listed in a foreign country.
+
+ 
+
+ 30
+
+ 
+
+ 
+
+ 
+
+RRA
+may collect and store certain data (including certain personal information) from our clients, who may be PRC individuals, in connection
+with our business and operations and for "Know Your Customers" purposes (to combat money laundering).
+
+ 
+
+These
+statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies
+will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,
+if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business
+operations of RRA, its abilities to accept foreign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchanges.
+There remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If the
+Draft Overseas Listing Regulations are adopted into law in the future and becomes applicable to RRA, if RRA is deemed to be an "Operator"
+that are required to file for cybersecurity review before listing in the United States, or if the Measures for Cybersecurity Review (2021)
+or the PRC Personal Information Protection Law becomes applicable to RRA, the business operations of RRA and the listing of our Ordinary
+Shares in the United States could be subject to the CAC s cybersecurity review or CSRC Overseas Issuance and Listing review in
+the future. If RRA becomes subject to the CAC or CSRC review, we cannot assure you that RRA will be able to comply with the regulatory
+requirements in all respects and the current practice of collecting and processing personal information may be ordered to be rectified
+or terminated by regulatory authorities. In the event of a failure to comply, RRA may become subject to fines and other penalties which
+may have a material adverse effect on our business, operations and financial condition and may hinder our ability to offer or continue
+to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.
+
+ 
+
+PRC
+government recently initiated a series of regulatory actions and made a number of public statements on the regulation of business operations
+in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over
+China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity
+reviews, and expanding efforts in anti-monopoly enforcement.
+
+ 
+
+On
+February 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities
+Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which will come into effect on March
+31, 2023. Pursuant to the Trial Measures, (i) domestic companies that seek to offer or list securities overseas, both directly and indirectly,
+shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following
+their submission of initial public offerings or listing applications. If a domestic company fails to complete the required filing procedures
+or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative
+penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly
+in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if the
+issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an indirect overseas
+offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer s operating revenue, total profit, total assets
+or net assets as documented in its audited consolidated financial statements for the most recent fiscal year were derived from PRC domestic
+companies; and (B) the majority of the issuer s business activities are carried out in mainland China, or its main place(s) of
+business are located in mainland China, or the majority of its senior management team in charge of its business operations and management
+are PRC citizens or have their usual place(s) of residence located in mainland China. In such circumstances, where a PRC domestic company
+is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a major domestic operating entity
+responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering or listing
+in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.
+
+ 
+
+If
+the Chinese government chooses to exert more oversight and control over securities offerings that are conducted overseas and/or foreign
+investment in China-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer
+Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.
+
+ 
+
+Recent
+statements, laws and regulations by the Chinese government, including the Measures for Cybersecurity Review (2021), the PRC Personal
+Information Protection Law and the Draft Overseas Listing Regulations, have indicated an intent to exert more oversight and control over
+securities offerings that are conducted overseas and/or foreign investments in China-based issuers. It is uncertain whether the Chinese
+government will adopt additional requirements or extend the existing requirements to apply to RRA. We could be subject to approval or
+review of Chinese regulatory authorities to pursue this offering. Any future action by the PRC government expanding the categories of
+industries and companies whose foreign securities offerings are subject to review by the CSRC could significantly limit or completely
+hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly
+decline or be worthless. Further, if we were to become subject to PRC laws and/or authorities we could incur material costs to ensure
+compliance and experience devaluation of our Ordinary Shares or possibly delisting.
+
+ 
+
+ 31
+
+ 
+
+ 
+
+ 
+
+The
+Hong Kong legal system is subject to uncertainties which could limit the legal protections available to RRA.
+
+ 
+
+Hong
+Kong is a Special Administrative Region of the PRC. Following British colonial rule from 1842 to 1997, China assumed sovereignty under
+the "one country, two systems" principle. The Hong Kong Special Administrative Region s constitutional document, the
+Basic Law, ensures that the current political situation will remain in effect for 50 years. Hong Kong has enjoyed the freedom to function
+with a high degree of autonomy for its affairs, including currencies, immigration and customs operations, and its independent judiciary
+system and parliamentary system. On July 14, 2020, the United States signed an executive order to end the special status enjoyed by Hong
+Kong post-1997. As the autonomy currently enjoyed may be compromised, it could potentially impact Hong Kong s common law legal
+system and may, in turn, result in uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially
+and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong
+Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments
+in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement
+thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to
+us, including our ability to enforce our agreements with our clients.
+
+ 
+
+Risks
+Related to Our Securities and This Offering
+
+ 
+
+We
+are selling this offering without an underwriter and may be unable to sell any shares.
+
+ 
+
+This
+offering is self-directed, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them
+through our officers and members of the board of directors, who will receive no commissions. They will offer the shares to friends, relatives,
+acquaintances and business associates, however, there is no guarantee that they will be able to sell any of the shares. None of our officers
+and directors have any experience conducting a best efforts offering, which decreases the likelihood that the Offering will be successful.
+
+ 
+
+An
+active trading market for our Ordinary Shares may not be maintained and the trading price for our Ordinary Shares may fluctuate significantly.
+
+ 
+
+We
+cannot assure you that a liquid public market for our Ordinary Shares will be maintained. If an active public market for our Ordinary
+Shares is not maintained, the market price and liquidity of our Ordinary Shares may be materially and adversely affected. The public
+offering price for our Ordinary Shares in the public offering was determined based upon several factors, and we can provide no assurance
+that the trading price of our Ordinary Shares after the public offering will not decline below the public offering price. As a result,
+investors in our Ordinary Shares may experience a significant decrease in the value of their shares.
+
+ 
+
+We
+may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market, which could limit investors ability to make
+transactions in our Ordinary Shares and subject us to additional trading restrictions.
+
+ 
+
+On
+May 17, 2024, the Company received a deficiency notice (the "Notice") from the Listing Qualifications Department (the "Staff")
+of the Nasdaq Stock Market LLC notifying the Company that, for the last 31 consecutive business days, the closing bid price for the Company s
+Ordinary Shares had been below the minimum of $1.00 per Ordinary Share required for continued listing on The Nasdaq Capital Market (the
+"Minimum Bid Price Rule"). In accordance with Nasdaq Listing Rules, the Company has 180 calendar days, or until November
+13, 2024, to regain compliance with the Minimum Bid Price Rule. If at any time before November 13, 2024, the closing bid price of the
+Ordinary Shares is at least $1.00 per Ordinary Share for a minimum of 10 consecutive business days, the Staff will provide written confirmation
+that the Company has achieved compliance and the matter will be closed. If the Company does not regain compliance with the Minimum Bid
+Price Rule by November 13, 2024, the Company may be eligible for an additional 180 day calendar period to regain compliance or be subject
+to delisting. To qualify for the additional time, the Company will be required to meet the continued listing requirements regarding the
+market value of publicly held Ordinary Shares and all other initial listing standards, except for the minimum bid price requirement.
+In addition, the Company will be required to notify Nasdaq of its intent to cure the deficiency by effecting a reverse stock split, if
+necessary, during the additional compliance period.
+
+ 
+
+Further,
+in order to continue listing our shares on the Nasdaq Capital Market, we must maintain certain financial and share price levels and we
+may be unable to meet these requirements in the future. We cannot assure you that our shares will continue to be listed on the Nasdaq
+Capital Market in the future.
+
+ 
+
+If
+Nasdaq delists our Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect our shares
+could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse
+consequences, including:
+
+ 
+
+ a
+ limited availability of market quotations for our Ordinary Shares;
+
+ 
+
+ reduced
+ liquidity for our Ordinary Shares;
+
+ 
+
+ 32
+
+ 
+
+ 
+
+ 
+
+ a
+ determination that our Ordinary Shares are "penny stock," which will require
+ brokers trading in our shares to adhere to more stringent rules and possibly result in a
+ reduced level of trading activity in the secondary trading market for our Ordinary Shares;
+
+ 
+
+ a
+ limited amount of news and analyst coverage; and
+
+ 
+
+ 
+
+ a
+ decreased ability to issue additional securities or obtain additional financing in the future.
+
+ 
+
+As
+long as our Ordinary Shares are listed on the Nasdaq, U.S. federal law prevents or preempts the states from regulating their sale. However,
+the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity,
+then the states can regulate or bar their sale. Further, if we were no longer listed on the Nasdaq, we would be subject to regulations
+in each state in which we offer our shares.
+
+ 
+
+The
+trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.
+
+ 
+
+The
+trading price of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because
+of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business
+operations located mainly in the PRC or Hong Kong that may have listed their securities in the United States. In addition to market and
+industry factors, the price and trading volume for our Ordinary Shares may be highly volatile for factors specific to our Operating Subsidiaries 
+operations, including the following:
+
+ 
+
+ fluctuations
+ in our Operating Subsidiaries revenues, earnings and cash flow;
+
+ 
+
+ changes
+ in financial estimates by securities analysts;
+
+ 
+
+ additions
+ or departures of key personnel;
+
+ 
+
+ release
+ of lock-up or other transfer restrictions on our outstanding equity securities or sales of
+ additional equity securities; and
+
+ 
+
+ potential
+ litigation or regulatory investigations.
+
+ 
+
+Any
+of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.
+
+ 
+
+In
+the past, shareholders of public companies have often brought securities class action suits against those companies following periods
+of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount
+of our management s attention and other resources from our business and operations and require us to incur significant expenses
+to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our
+reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be
+required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
+
+ 
+
+Certain
+recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility
+that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may
+make it difficult for prospective investors to assess the value of our Ordinary Shares.
+
+ 
+
+In
+addition to the risks addressed above in "— The trading price of our Ordinary Shares may be volatile, which could result
+in substantial losses to investors," our Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to
+the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have
+experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly
+unrelated to the respective company s underlying performance. Although the specific cause of such volatility is unclear, our anticipated
+public float may amplify the impact the actions taken by a few shareholders have on the price of our Ordinary Shares, which may cause
+our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business.
+Should our Ordinary Shares experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance
+and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our Ordinary
+Shares. In addition, investors of our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares
+declines after this offering or if such investors purchase shares of our Ordinary Shares prior to any price decline.
+
+ 
+
+Holders
+of our Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to
+low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price
+of our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. Furthermore,
+the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock
+price and our Company s financial performance and public image and negatively affect the long-term liquidity of our Ordinary Shares,
+regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases
+and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely
+make it difficult and confusing for prospective investors to assess the rapidly changing value of our Ordinary Shares and understand
+the value thereof.
+
+ 
+
+ 33
+
+ 
+
+ 
+
+ 
+
+If
+securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations
+regarding our shares, the market price for our shares and trading volume could decline.
+
+ 
+
+The
+trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business.
+If one or more analysts who cover us downgrade our shares, the market price for our shares would likely decline. If one or more of these
+analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn
+could cause the market price or trading volume for our shares to decline.
+
+ 
+
+The
+sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.
+
+ 
+
+Sales
+of substantial amounts of our shares in the public market after the completion of this offering, or the perception that these sales could
+occur, could adversely affect the market price of our shares and could materially impair our ability to raise capital through equity
+offerings in the future. As of the date of this prospectus, we have 15,564,571 issued and Ordinary Shares outstanding. The Ordinary Shares
+sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and Ordinary Shares
+held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule
+701 under the Securities Act and applicable lock-up agreements. There will be 28,564,571 Ordinary Shares issued and outstanding immediately
+after this offering, without taking into account of the Ordinary Shares underlying the Common Warrants. We cannot predict what effect,
+if any, market sales of securities held by our controlling shareholder or any other shareholder or the availability of these securities
+for future sale will have on the market price of our shares.
+
+ 
+
+There
+is no public market for the Common Warrants being offered in this offering.
+
+ 
+
+There
+is no established public trading market for the Common Warrants being offered in this offering, and we do not expect a market to develop.
+In addition, we do not intend to apply to list the Common Warrants on any securities exchange or nationally recognized trading system.
+Without an active market, the liquidity of the Common Warrants will be limited.
+
+ 
+
+Holders
+of the Common Warrants will have no rights as holders of Ordinary Shares until such warrants are exercised.
+
+ 
+
+Until
+you acquire Ordinary Shares upon exercise of your Common Warrants, you will have no rights with respect to the Ordinary Shares issuable
+upon exercise of your Common Warrants. Upon exercise of your Common Warrants, you will be entitled to exercise the rights of a holder
+of shares only as to matters for which the record date occurs after the exercise date.
+
+ 
+
+Holders
+of the Common Warrants will have no rights as holders of Ordinary Shares until such warrants are exercised.
+
+ 
+
+Until
+you acquire Ordinary Shares upon exercise of your Common Warrants, you will have no rights with respect to the Ordinary Shares issuable
+upon exercise of your Common Warrants. Upon exercise of your Common Warrants, you will be entitled to exercise the rights of a holder
+of shares only as to matters for which the record date occurs after the exercise date.
+
+ 
+
+The
+Common Warrants may not have any value.
+
+ 
+
+Each
+Common Warrant has an exercise price per share equal to 1.6% of the public offering price of Ordinary Shares in this offering and expires
+on the third anniversary of its initial exercise date. In the event the market price per our Ordinary Shares does not exceed the exercise
+price of the Common Warrants during the period when the warrants are exercisable, the Common Warrants may not have any value.
+
+ 
+
+The
+Common Warrants in this offering are speculative in nature.
+
+ 
+
+The
+Common Warrants in this offering do not confer any rights of Ordinary Share ownership on their holders, but rather merely represent the
+right to acquire Ordinary Shares at a fixed price. In addition, following this offering, the market value of the Common Warrants, if
+any, is uncertain and there can be no assurance that the market value of the Common Warrants will equal or exceed their imputed offering
+price. The Common Warrants will not be listed or quoted for trading on any market or exchange.
+
+ 
+
+Provisions
+of the Common Warrants offered by this prospectus could discourage an acquisition of us by a third party.
+
+ 
+
+Certain
+provisions of the Common Warrants offered by this prospectus could make it more difficult or expensive for a third party to acquire us.
+The Common Warrants prohibit us from engaging in certain transactions constituting "fundamental transactions" unless, among
+other things, the surviving entity assumes our obligations under the Common Warrants. Further, the Common Warrants provide that, in the
+event of certain transactions constituting "fundamental transactions," with some exception, holders of such warrants will
+have the right, at their option, to require us to redeem such Common Warrants at a price described in such warrants. These and other
+provisions of the Common Warrants offered by this prospectus could prevent or deter a third party from acquiring us even where the acquisition
+could be beneficial to you.
+
+ 
+
+ 34
+
+ 
+
+ 
+
+ 
+
+Short
+selling may drive down the market price of our Ordinary Shares.
+
+ 
+
+Short
+selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention
+of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value
+of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay
+less in that purchase than it received in the sale. As it is in the short seller s interest for the price of the shares to decline,
+many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its
+business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These
+short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity,
+whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such
+allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the
+manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of
+commercial confidentiality.
+
+ 
+
+Because
+we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return
+on your investment.
+
+ 
+
+We
+currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth
+of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on
+an investment in our Ordinary Shares as a source for any future dividend income. Our Board of Directors has complete discretion as to
+whether to distribute dividends, subject to certain requirements of Hong Kong law. Even if our Board of Directors decides to declare
+and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of
+operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries,
+our financial condition, contractual restrictions and other factors as determined by our Board of Directors. Accordingly, the return
+on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There
+is no guarantee that our Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased
+our shares. You may not realize a return on your investment in our Ordinary Shares and you may even lose your entire investment.
+
+ 
+
+Because
+our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate
+and substantial dilution.
+
+ 
+
+If
+you purchase Ordinary Shares in this offering, you will pay substantially more than our net tangible book value per Ordinary Share. As
+a result, you will experience immediate and substantial dilution of US$0.069 per share, representing the difference between our as adjusted
+net tangible book value per share of US$0.531 per Ordinary Share as of September 30, 2024, after giving effect to the net proceeds to
+us from this offering, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus
+and an assumed public offering price of US$0.60 per share. See "Dilution" for a more complete description of how the value
+of your investment in our Ordinary Shares will be diluted upon the completion of this offering.
+
+ 
+
+You
+must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income
+or increase our share price.
+
+ 
+
+We
+currently intend to use the net proceeds from this offering to (i) strengthening branding and marketing to escalate our position in the
+industry in Hong Kong, Singapore and PRC, (ii) make investment in ESG and/or green environmental related, and
+
+(iii)
+for working capital and other general corporate purposes. There can be no assurance we will use the proceeds from this offering for the
+purposes set forth above or that the use of proceeds will product income or increase the price of our Ordinary Shares.
+
+ 
+
+If
+we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States
+federal income tax consequences.
+
+ 
+
+A
+non-U.S. corporation such as ourselves may be classified as a passive foreign investment company, which is known as a PFIC, for any taxable
+year if, for such year, either
+
+ 
+
+ At
+ least 75% of our gross income for the year is passive income; or
+
+ 
+
+ The
+ average percentage of our assets (determined at the end of each quarter) during the taxable
+ year that produce passive income or that are held for the production of passive income is
+ at least 50%.
+
+ 
+
+Passive
+income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade
+or business) and gains from the disposition of passive assets.
+
+ 
+
+If
+we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who
+holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional
+reporting requirements.
+
+ 
+
+ 35
+
+ 
+
+ 
+
+ 
+
+It
+is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive
+income. We will make this determination following the end of any particular tax year. Although the law in this regard is unclear, we
+treat our affiliated entity as being owned by us for United States federal income tax purposes, not only because we exercise effective
+control over the operation of such entity but also because we are entitled to substantially all of its economic benefits, and, as a result,
+we consolidate its operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S.
+corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least
+25% of the equity by value.
+
+ 
+
+For
+a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to
+be a PFIC, see "Material Tax Considerations — Passive Foreign Investment Company Considerations."
+
+ 
+
+Our
+controlling shareholder has substantial influence over the Company. Its interests may not be aligned with the interests of our other
+shareholders, and it could prevent or cause a change of control or other transactions.
+
+ 
+
+As
+of the date of this prospectus, Ms. Luk, an executive Director and chief executive officer, indirectly through Top Elect beneficially
+owns 39.01% of our issued and outstanding Ordinary Shares. Upon the completion of this offering, Ms. Luk will, through Top Elect, beneficially
+own 22.85% of our then issued and outstanding Ordinary Shares, assuming we sell all of the Ordinary Shares available for sale in this
+offering without taking into account of the exercise of the Common Warrants.
+
+ 
+
+Accordingly,
+our controlling shareholder could control the outcome of any corporate transaction or other matter submitted to the shareholders for
+approval, including mergers, consolidations, the election of directors and other significant corporate actions, including the power to
+prevent or cause a change in control. Without the consent of our controlling shareholder, we may be prevented from entering into transactions
+that could be beneficial to us or our minority shareholders. In addition, our directors and officers could violate their fiduciary duties
+by diverting business opportunities from us to themselves or others. The interests of our largest shareholder may differ from the interests
+of our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares.
+For more information regarding our principal shareholders and their affiliated entities, see "Principal Shareholders."
+
+ 
+
+As
+a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance
+matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders
+than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
+
+ 
+
+As
+a foreign private issuer that has applied to list our Ordinary Shares on the Nasdaq, we rely on a provision in the Nasdaq corporate governance
+listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us
+to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable
+to U.S. companies listed on the Nasdaq.
+
+ 
+
+For
+example, we are exempt from Nasdaq regulations that require a listed U.S. company to:
+
+ 
+
+ have
+ a majority of the board of directors consist of independent directors;
+
+ 
+
+ require
+ non-management directors to meet on a regular basis without management present;
+
+ 
+
+ have
+ an independent compensation committee;
+
+ 
+
+ have
+ an independent nominating committee; and
+
+ 
+
+ seek
+ shareholder approval for the implementation of certain equity compensation plans and dilutive
+ issuances of Ordinary Shares, such as transactions, other than a public offering, involving
+ the sale of 20% or more of our Ordinary Shares for less than the greater of book or market
+ value of the shares.
+
+ 
+
+As
+a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. Our audit committee is
+required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on the Nasdaq.
+Therefore, we have a fully independent audit committee, in accordance with Rule 10A-3 of the Exchange Act. However, because we are a
+foreign private issuer, our audit committee is not subject to additional Nasdaq corporate governance requirements applicable to listed
+U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are "independent,"
+using more stringent criteria than those applicable to us as a foreign
+private issuer.
+
+ 
+
+ 36
+
+ 
+
+ 
+
+ 
+
+Further,
+because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations
+in the United States that are applicable to U.S. domestic issuers, including:
+
+ 
+
+ the
+ rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current
+ reports on Form 8- K with the SEC;
+
+ 
+
+ the
+ sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations
+ in respect of a security registered under the Exchange Act;
+
+ 
+
+ the
+ sections of the Exchange Act requiring insiders to file public reports of their share ownership
+ and trading activities and liability for insiders who profit from trades made in a short
+ period of time; and
+
+ 
+
+ the
+ selective disclosure rules by issuers of material non-public information under Regulation
+ FD.
+
+ 
+
+We
+are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish
+our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of Nasdaq. Press
+releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we
+are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the
+SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to
+you if you were investing in a U.S. domestic issuer.
+
+ 
+
+You
+may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because
+we are incorporated under Cayman Islands law.
+
+ 
+
+We
+are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed
+by our Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders
+to take action against our directors and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman
+Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in
+part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which are generally
+of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties
+of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some
+jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States,
+and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a
+shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments
+obtained in the United States, although the courts of the Cayman Islands will in certain circumstances, recognize and enforce a non-penal
+judgment of a foreign court of competent jurisdiction without retrial on the merits.
+
+ 
+
+Shareholders
+of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than
+the Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies. Our directors are not required
+under our Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders. This may
+make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit
+proxies from other shareholders in connection with a proxy contest.
+
+ 
+
+Certain
+corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies
+incorporated in other jurisdictions such as the U.S. Currently, we plan to rely on home country practice with respect to any corporate
+governance matter. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations
+applicable to U.S. domestic issuers.
+
+ 
+
+As
+a result of all of the above, 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. For a discussion of significant differences between the provisions of the Companies Act and the laws
+applicable to companies incorporated in the United States and their shareholders, see "Certain Cayman Islands Company Considerations
+— Comparison of Cayman Islands Corporate Law and U.S. Corporate Law."
+
+ 
+
+Certain
+judgments obtained against us by our shareholders may not be enforceable.
+
+ 
+
+We
+are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all
+of our current directors and officers are nationals and residents of countries other than the United States. Further, Luk Huen Ling Claire,
+our Chief Executive Officer also serves a member of our board of directors. Substantially all of the assets of these persons are located
+outside the United States and primarily in Hong Kong, where each of our directors are located. Robertsons, our counsel as to Hong Kong
+law, is in the opinion of there is currently no arrangement providing for the reciprocal enforcement of judgements between Hong Kong
+and the United States, as such judgments of United States courts will not be directly enforced in Hong Kong. There is uncertainty as
+to whether the courts of Hong Kong would: (i) recognize or enforce judgments of United States courts obtained against us or our directors
+or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States;
+or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of
+the United States or any state in the United States. As a result, it may be difficult for a shareholder to effect service of process
+within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments
+predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if
+you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against
+our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, see "Enforceability
+of Civil Liabilities." As a result of all of the above, our shareholders may have more difficulties in protecting their interests
+through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in
+a jurisdiction in the United States.
+
+ 
+
+ 37
+
+ 
+
+ 
+
+ 
+
+We
+are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
+
+ 
+
+We
+are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain exemptions from various
+requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required
+to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth
+company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain
+information they may deem important.
+
+ 
+
+The
+JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards
+until such date that a private company is otherwise required to comply with such 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 have elected to take advantage of the extended transition period, although we have early adopted certain
+new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future
+financial statements may not be comparable to other public companies that comply with the public company effective dates for these new
+or revised accounting standards.
+
+ 
+
+We
+may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
+
+ 
+
+As
+discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and
+current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business
+Day of an issuer s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect
+to us on September 30, 2024. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting
+securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we
+fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer
+status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are
+more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal
+proxy requirements, and our officers, directors and Principal Shareholders will become subject to the short-swing profit disclosure and
+recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate
+governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer,
+we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.
+
+ 
+
+We
+have incurred significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares
+on the Nasdaq Capital Market.
+
+ 
+
+We
+were listed on the Nasdaq on January 11, 2024. We have and will continue to incur additional legal, accounting and other expenses as
+a public reporting company, particularly after we cease to qualify as an emerging growth company. For example, we are required to comply
+with the additional requirements of the rules and regulations of the SEC and Nasdaq rules, including applicable corporate governance
+practices. Compliance with these requirements has increase our legal and financial compliance costs and made some activities more time-consuming
+and costly. In addition, our management and other personnel has diverted attention from operational and other business matters to devote
+substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a
+result.
+
+ 
+
+In
+addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for
+public companies, increasing legal and financial compliance costs and making some activities more time- consuming. These laws, regulations
+and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application
+in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty
+regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to
+invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative
+expenses and a diversion of management s time and attention from revenue-generating activities to compliance activities. If our
+efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due
+to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our
+business may be adversely affected.
+
+ 
+
+The
+recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House
+of Representatives, all call for additional and more stringent criteria to be applied to emerging market companies. These developments
+could add uncertainties to our offering, business operations, share price and reputation.
+
+ 
+
+U.S.
+public companies that have substantially all of their operations in China (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 the scrutiny,
+criticism and negative publicity 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.
+
+ 
+
+ 38
+
+ 
+
+ 
+
+ 
+
+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 China. 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 China,
+reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work
+papers in China 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 20, 2020, the U.S. Senate passed the HFCA 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 exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act.
+
+ 
+
+On
+May 21, 2021, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating
+in a "Restrictive Market", (ii) prohibit Restrictive Market companies from directly listing on Nasdaq Capital Market, and
+only permit them to list on Nasdaq Global Select or Nasdaq Global Market in connection with a direct listing and (iii) apply additional
+and more stringent criteria to an applicant or listed company based on the qualifications of the company s auditors.
+
+ 
+
+On
+June 22, 2021, the Senate passed the Accelerated Holding Foreign Companies Accountable Act (the "AHFCAA"), which, if signed
+into law, would reduce the time period for the delisting of foreign companies under the HFCA Act to two consecutive years instead of
+three years. In the event the HFCA Act is amended to prohibit an issuer s securities from trading on any U.S. stock exchange and
+our auditor is not subject to PCAOB inspections for two consecutive years instead of three, it will reduce the time before our Ordinary
+Shares may be prohibited from trading or delisted from an exchange if our auditor is not subject to inspection by the PCAOB.
+
+ 
+
+As
+more stringent criteria may be imposed, including the HFCA Act, which became law in December 2020, our Ordinary Shares may be prohibited
+from trading if our auditor cannot be fully inspected. The PCAOB issued the Determination report on December 16, 2021 (the "Determination
+Report"), which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered
+in: (1) mainland China of the People s Republic of China because of a position taken by one or more authorities in mainland China;
+and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities
+in Hong Kong. In addition, the Determination Report identified the specific registered public accounting firms subject to these determinations.
+
+ 
+
+The
+HFCA Act prohibits foreign companies from listing their securities on U.S. exchanges if the company s auditor has been unavailable
+for PCAOB inspection or investigation for three consecutive years and, as a result, an exchange may determine to delist our Ordinary
+Shares. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry
+of Finance of the People s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate
+registered public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S law. On December 15,
+2022, the PCAOB announced that it has completed a test inspection of two selected auditing firms in mainland China and Hong Kong and
+has voted to vacate its previous Determination Report, which concluded in December 2021 that the PCAOB could not inspect or investigate
+completely registered public accounting firms based in mainland China or Hong Kong. However, if in the future the PCAOB is prohibited
+from conducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong,
+then the companies audited by those registered public accounting firms could be subject to a trading prohibition on U.S. markets pursuant
+to the HFCA Act. However, there can be no assurance that China will abide by the Statement of Protocol with the China Securities Regulatory
+Commission and the Ministry of Finance of the People s Republic of China and that on-site inspections and investigations of firms
+headquartered in mainland China and Hong Kong will occur and allows for full and timely access to information.
+
+ 
+
+As
+a result of these scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply
+decreased in value and, in some cases, has 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 Ordinary 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 business operations
+will be severely affected and you could sustain a significant decline in the value of our Ordinary Shares.
+
+ 
+
+ 39
+
+ 
+
+ 
+
+ 
+
+ENFORCEABILITY
+OF CIVIL LIABILITIES
+
+ 
+
+Our
+Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman
+Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective
+judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional
+and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides
+less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.
+
+ 
+
+All
+of our Operating Subsidiaries current operations are conducted outside of the United States and all of our current assets are
+located outside of the United States, with the majority of our Operating Subsidiaries operations and current assets being located
+in Hong Kong. All of the directors and executive officers of our Company reside outside the United States and substantially all of their
+assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the
+United States upon us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or
+any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any
+
+U.S.
+state or territory.
+
+ 
+
+We
+have appointed Cogency Global Inc., 122 E 42nd Street, 18th Floor, New York, New York 10168, as our agent upon whom process may be served
+in any action brought against us under the securities laws of the United States.
+
+ 
+
+Cayman
+Islands
+
+ 
+
+Conyers
+Dill & Pearman, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman
+Islands would (i) recognize or enforce judgments of the U.S. courts obtained against us or our directors or executive officers that are
+predicated upon the civil liability provisions of the U.S. securities laws or any U.S. state; or (ii) entertain original actions brought
+in the Cayman Islands against us or our directors or executive officers that are predicated upon the U.S. securities laws or the securities
+laws of any U.S. state.
+
+ 
+
+We
+have been advised by Conyers Dill & Pearman that although there is no statutory enforcement in the Cayman Islands of judgments obtained
+in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement
+or recognition of such judgments), the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment
+in personam obtained in the federal or state courts of the United States against the Company under which a sum of money is payable
+(other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or
+other penalty) or, in certain circumstances, an in personam judgment for non- monetary relief, and would give a judgment based
+thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene
+the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment
+would not be contrary to the public policy of the Cayman Islands;
+
+ 
+
+(e)
+no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands;
+and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. However, the Cayman Islands courts
+are unlikely to enforce a judgment obtained from United States courts under civil liability provisions of the U.S.
+federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments
+that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain
+whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement
+proceedings if concurrent proceedings are being brought elsewhere.
+
+ 
+
+ 40
+
+ 
+
+ 
+
+ 
+
+Hong
+Kong
+
+ 
+
+Robertsons,
+our counsel as to Hong Kong law, has advised us that there is currently no arrangement providing for the reciprocal enforcement of judgements
+between Hong Kong and the United States, as such judgments of United States courts will not be directly enforced in Hong Kong. However,
+under common law, a foreign judgment (including one from federal or state court in the United States) obtained against the Company may
+generally be treated by the courts of Hong Kong as a cause of action in itself and sued upon as a debt between the parties. In a common
+law action for enforcement of a foreign judgment, the judgment creditor has to prove that (a) the judgment is in personam; (b) the judgment
+is in the nature of a monetary award; (c) the judgment is final and conclusive on the merits and has not been stayed or satisfied in
+full; and (d) the judgement is from a court of competent jurisdiction. The defenses available to the defendant in a common law action
+for enforcement of a foreign judgment include breach of natural justice, fraud and contrary to public policy of Hong Kong. In order to
+enforce the foreign judgement at common law, fresh proceedings must be initiated in Hong Kong, which involves issuing a Writ of Summons
+and Statement of Claim attaching the foreign judgment as proof of the debt.
+
+ 
+
+There
+is uncertainty as to whether the courts of Hong Kong would: (i) recognize or enforce judgments of United States courts obtained against
+us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state
+in the United States; or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon
+the securities laws of the United States or any state in the United States. Our Board is comprised of three directors, all executive
+directors are located in Hong Kong. The three directors are Luk Huen Ling Claire, Cheng Yu Pei and Wong Kai Hing. Further, Luk Huen Ling
+Claire, a member of our board of directors is also our Chief Executive Officer.
+
+ 
+
+A
+judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common
+law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the
+strength of the foreign judgment, provided that the foreign judgment, among other things, is: (i) for a debt or a definite sum of money
+(not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty); and (ii) final and conclusive
+on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained
+by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition
+would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the
+judgment was in conflict with a prior Hong Kong judgment.
+
+ 
+
+Hong
+Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the
+enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities
+predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United
+States.
+
+ 
+
+ 41
+
+ 
+
+ 
+
+ 
+
+USE
+OF PROCEEDS
+
+ 
+
+Based
+upon an assumed fixed offering price of US$0.60 per Ordinary Share, assuming the sale of all of the Ordinary Shares in this offering,
+and excluding the exercise of Common Warrants, we estimate that we will receive gross proceeds from this offering of approximately US$6,600,000,
+and net proceeds of approximately US$6,513,939, after deducting estimated offering expenses of approximately $86,061 payable by us. However,
+because this is a best-efforts offering and there is no minimum offering amount required as a condition to the closing of this offering,
+the actual offering amount, and the net proceeds to us are not presently determinable and may be substantially less than the maximum
+amounts set forth on the cover page of this prospectus.
+
+ 
+
+We
+intend to use the net proceeds of this offering as follows, and we have ordered the specific uses of proceeds in order of priority:
+
+ 
+
+(i)30%
+ or approximately US$2.0 million for strengthening branding and marketing to escalate our
+ position in the industry in Hong Kong, Singapore and the PRC;
+
+ 
+
+(ii)30%
+ or approximately US$2.0 million for making investment in ESG and green environmental related
+ projects; and
+
+ 
+
+(iii)40%
+ or approximately US$2.6 million for working capital and other general corporate purposes.
+
+ 
+
+The
+foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds
+of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering.
+If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in
+this registration statement. We reserve the right to change the use of proceeds that we presently anticipate and describe herein.
+
+ 
+
+To
+the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our
+net proceeds in short-term, interest-bearing bank deposits or debt instruments.
+
+ 
+
+ 42
+
+ 
+
+ 
+
+ 
+
+CAPITALIZATION
+
+ 
+
+The
+following table sets forth our capitalization as of September 30, 2024:
+
+ 
+
+ 
+ 
+ 
+ on
+ an actual basis;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ on
+ a pro forma basis giving effect to the issuance of 3,600,000 Ordinary Shares pursuant to follow-on public offering closed on October
+ 11, 2024; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ on
+ a pro forma as adjusted basis to reflect (a) issuance of 11,000,000 Ordinary Shares offered
+ hereby based on an assumed offering price of US$0.60 per Ordinary Share, assuming the sale
+ of all the Ordinary Shares we are offering and excluding the 33,000,000 Ordinary Shares underlying
+ the Common Warrants, and (ii) the application of the net proceeds after deducting estimated
+ offering expenses payable by us
+
+ 
+
+ 
+
+The
+pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject
+to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with "Use of
+Proceeds," "Selected Consolidated Financial and Other Data," "Management s Discussion and Analysis of Financial
+Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.
+
+ 
+
+ 
+ 
+ As
+ of September 30, 2024 
+
+ 
+ 
+ Actual 
+ Pro
+ Forma 
+ Pro
+ Forma As adjusted 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Cash
+ and cash equivalents 
+ US$3,643,110 
+ US$3,643,110 
+ US$10,157,049 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Shareholders 
+ Equity 
+ 
+ 
+ 
+
+ 
+ Ordinary
+ Shares, par value US$0.001 per share, 500,000,000 Ordinary Shares authorized, 11,964,571 Ordinary Shares issued and outstanding on
+ an actual basis, 15,564,571 Ordinary Shares issued and outstanding on a pro forma basis; 26,564,571 Ordinary Shares issued and outstanding
+ on a pro forma basis as-adjusted basis (assuming 11,000,000 new Ordinary Shares to be issued in this offering) 
+ US$11,964 
+ US$15,564 
+ US$26,564 
+
+ 
+ Additional
+ paid-in capital 
+ 10,776,967 
+ 10,776,967 
+ 17,279,906 
+
+ 
+ Ordinary
+ shares to be issued 
+ 3,600 
+ - 
+ - 
+
+ 
+ Accumulated
+ losses 
+ (3,207,392) 
+ (3,207,392) 
+ (3,207,392)
+
+ 
+ Accumulated
+ other comprehensive income 
+ 2,603 
+ 2,603 
+ 2,603 
+
+ 
+ Total
+ Shareholders (Deficit) Equity 
+ 7,587,742 
+ 7,587,742 
+ 14,101,681 
+
+ 
+ Total
+ Capitalization 
+ US$7,587,742 
+ US$7,587,742 
+ US$14,101,684 
+
+ 
+
+ 
+
+ 43
+
+ 
+
+ 
+
+ 
+
+DIVIDENDS
+AND DIVIDEND POLICY
+
+ 
+
+Neither
+we nor our Operating Subsidiaries paid any dividend for the six months ended September 30, 2024 or the fiscal years ended March 31, 2024
+and 2023.
+
+ 
+
+We
+have adopted a dividend policy, according to which our Board shall take into account, among other things, the following factors when
+deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation;
+(c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend paid, if
+any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any
+restrictions on payment of dividends; and (k) any other factors that our Board may consider relevant. The payment of dividends, in certain
+circumstances is also subject to the approval of our Shareholders, the Companies Act and our Articles of Association as well as any other
+applicable laws. Currently, we do not have any predetermined dividend distribution ratio.
+
+ 
+
+Even
+if our Board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings,
+capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors
+may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries
+to pay dividends on our Ordinary Shares.
+
+ 
+
+There
+are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation
+of our Operating Subsidiaries that would affect the payment or remittance of dividends. As a holding company, we may rely on dividends
+and other distributions on equity paid by our Operating Subsidiaries for our cash and financing requirements. We are not prohibited by
+the laws of the Cayman Islands and our memorandum and articles of association (as amended from time to time) to provide funding to our
+Operating Subsidiary incorporated in Hong Kong or Singapore through loans or capital contributions. Our Hong Kong Operating Subsidiary
+is permitted under the respective laws of Hong Kong to provide funding to us through dividend distribution without restrictions on the
+amount of the funds. If any of our Operating Subsidiaries incur debt on their own behalf in the future, the instruments governing such
+debt may restrict their ability to pay dividends to us. As of the date of this prospectus, our Operating Subsidiaries have not experienced
+any difficulties or limitations on their ability to transfer cash between each other; nor do they maintain cash management policies or
+procedures dictating the amount of such funding or how funds are transferred. In relation to our Hong Kong Operating Subsidiary, there
+can be no assurance that the PRC government will not intervene or impose restrictions to prevent the cash maintained in Hong Kong from
+being transferred out or restrict the deployment of the cash into our business or for the payment of dividends. During the six months
+ended September 30, 2024 and 2023, and the years ended March 31, 2024, and 2023, we did not declare or pay any dividends and there were
+no transfer of assets among us or our Operating Subsidiaries.
+
+ 
+
+ 44
+
+ 
+
+ 
+
+ 
+
+DILUTION
+
+ 
+
+Investors
+purchasing our Ordinary Shares in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible
+book value of their Ordinary Shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the
+assumed offering price of our Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Ordinary Shares
+immediately after this offering.
+
+ 
+
+As
+of September 30, 2024, the Company s historical net tangible book value was US$7,587,742 or approximately US$0.634 per ordinary
+share. After giving effect to the sale of 11,000,000 Ordinary Shares in this offering by the Company at the offering price of US$0.60
+per Ordinary Share, the pro forma as adjusted net tangible book value as of September 30, 2024 would have been approximately US$14,101,681,
+or US$0.531 per Ordinary Share. This represents an immediate decrease in pro forma as adjusted net tangible book value of US$0.103 per
+Ordinary Share to our existing stockholders and an immediate dilution of US$0.069 per ordinary share to new investors purchasing Ordinary
+Shares in this offering.
+
+ 
+
+The
+following table illustrates this dilution on a per share basis to new investors.
+
+ 
+
+ 
+ 
+ US$ 
+
+ 
+ Assumed
+ offering price per ordinary share 
+ US$0.600 
+
+ 
+ Historical net tangible
+ book value per ordinary share as of September 30, 2024 
+ US$0.634 
+
+ 
+ Decrease
+ in pro forma net tangible book value per ordinary share 
+ US$(0.147)
+
+ 
+ Pro forma net tangible
+ book value per ordinary share 
+ US$0.488 
+
+ 
+ Increase
+ in pro forma net tangible book value per ordinary share 
+ US$0.043 
+
+ 
+ Pro
+ forma as adjusted net tangible book value per ordinary share after giving effect to this offering 
+ US$0.531 
+
+ 
+ Dilution
+ per ordinary share to new investors participating in this offering 
+ US$0.069 
+
+ 
+
+ 
+
+A
+US$0.25 increase (decrease) in the fixed offering price of US$0.60 per Ordinary Share, which is the fixed offering price set forth on
+the cover page of this prospectus, would increase (decrease) the as adjusted net tangible book value per share by US$0.146, and increase
+(decrease) dilution to new investors by US$0.25 per share, in each case assuming that the number of shares offered by us, as set forth
+on the cover page of this prospectus, remains the same and after deducting estimated offering expenses payable by us.
+
+ 
+
+ 45
+
+ 
+
+ 
+
+ 
+
+SELECTED
+CONSOLIDATED FINANCIAL AND OTHER DATA
+
+ 
+
+The
+following summaries the consolidated financial data as of September 30, 2024, March 31, 2024 and 2023 and for the six months ended September
+30, 2024 and 2023 and for the years ended March 31, 2024 and 2023 have been derived from our audited consolidated financial statements
+included elsewhere in this prospectus. The selected financial data set forth below should be read in conjunction with, and are qualified
+by reference to, "Selected Consolidated Financial and Other Data," "Management s Discussion and Analysis of Financial
+Condition and Results of Operations" and our consolidated financial statements and notes thereto included elsewhere in this prospectus.
+Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily
+indicate results expected for any future period.
+
+ 
+
+The
+following table presents our selected unaudited condensed consolidated statements of operations and comprehensive loss for the six months
+ended September 30, 2024 and 2023.
+
+ 
+
+ 
+ 
+ Six
+ Months ended September 30, 
+
+ 
+ 
+ 2023 
+ 2024 
+ 2024 
+
+ 
+ 
+ HKD 
+ HKD 
+ USD 
+
+ 
+ Revenues,
+ net 
+ $5,077,922 
+ $3,169,823 
+ $406,388 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Cost
+ of revenue 
+ (3,537,287) 
+ (2,988,841) 
+ (383,185)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Gross
+ profit 
+ 1,540,635 
+ 180,982 
+ 23,203 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Operating
+ cost and expenses: 
+ 
+ 
+ 
+
+ 
+ Sale
+ and marketing 
+ 261,587 
+ 9,461,647 
+ 1,213,032 
+
+ 
+ General
+ and administrative 
+ 3,016,403 
+ 7,991,614 
+ 1,024,566 
+
+ 
+ Total
+ operating cost and expenses 
+ 3,277,990 
+ 17,453,261 
+ 2,237,598 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Loss
+ from operations 
+ (1,737,355) 
+ (17,272,279) 
+ (2,214,395)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Other
+ income (expense): 
+ 
+ 
+ 
+
+ 
+ Interest
+ income 
+ 735 
+ 786,952 
+ 100,891 
+
+ 
+ Government
+ grant 
+ - 
+ (750,000) 
+ (96,154)
+
+ 
+ Foreign
+ exchange loss, net 
+ (20,190) 
+ (31,180) 
+ (3,997)
+
+ 
+ Sundry
+ income 
+ 200 
+ 15,584 
+ 1,998 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Total
+ other income (expense), net 
+ (19,255) 
+ 21,356 
+ 2,738 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Loss
+ before income taxes 
+ (1,756,610) 
+ (17,250,923) 
+ (2,211,657)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Income
+ tax expense 
+ - 
+ (103,121) 
+ (13,221)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ NET
+ LOSS 
+ $(1,756,610) 
+ $(17,354,044) 
+ $(2,224,878)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Other
+ comprehensive income: 
+ 
+ 
+ 
+
+ 
+ Foreign
+ currency translation adjustment 
+ 7,439 
+ 15,809 
+ 2,027 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ COMPREHENSIVE
+ LOSS 
+ $(1,749,171) 
+ $(17,338,235) 
+ $(2,222,851)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Loss per share:- 
+ 
+ 
+ 
+
+ 
+ - Basic 
+ $(0.25) 
+ $(1.48) 
+ $(0.19)
+
+ 
+ - Diluted 
+ $(0.25) 
+ $(1.48) 
+ $(0.190 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Weighted average
+ number of ordinary shares 
+ 
+ 
+ 
+
+ 
+ Basic 
+ 7,127,516 
+ 11,695,407 
+ 11,695,407 
+
+ 
+ Diluted 
+ N/A 
+ 15,295,407 
+ 15,695,407 
+
+ 
+
+ 
+
+ 46
+
+ 
+
+ 
+
+ 
+
+The
+following table presents our selected audited consolidated statements of operations and comprehensive loss for the years ended March
+31, 2024 and 2023.
+
+ 
+
+ 
+ 
+ Years
+ ended March 31, 
+
+ 
+ 
+ 2023 
+ 2024 
+ 2024 
+
+ 
+ 
+ HKD 
+ HKD 
+ USD 
+
+ 
+ Revenues,
+ net 
+ $13,635,605 
+ $9,903,795 
+ $1,269,717 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Cost
+ of revenue 
+ (7,859,107) 
+ (6,781,686) 
+ (869,447)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Gross
+ profit 
+ 5,776,498 
+ 3,122,109 
+ 400,270 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Operating
+ cost and expenses: 
+ 
+ 
+ 
+
+ 
+ Sale
+ and marketing 
+ 689,525 
+ 2,150,079 
+ 275,651 
+
+ 
+ General
+ and administrative 
+ 6,441,559 
+ 7,062,709 
+ 905,474 
+
+ 
+ Total
+ operating cost and expenses 
+ 7,131,084 
+ 9,212,788 
+ 1,181,125 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Loss
+ from operations 
+ (1,354,586) 
+ (6,090,679) 
+ (780,855)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Other
+ income (expense): 
+ 
+ 
+ 
+
+ 
+ Interest
+ income 
+ 361 
+ 179,516 
+ 23,015 
+
+ 
+ Government
+ grant 
+ 371,000 
+ - 
+ - 
+
+ 
+ Foreign
+ exchange loss, net 
+ (27,599) 
+ 61,407 
+ 7,873 
+
+ 
+ Other
+ income 
+ 1,529 
+ 9,500 
+ 1,218 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Total
+ other income, net 
+ 345,291 
+ 250,423 
+ 32,106 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Loss
+ before income taxes 
+ (1,009,295) 
+ (5,840,256) 
+ (748,749)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Income
+ tax expense 
+ (2,509) 
+ - 
+ - 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ NET
+ LOSS 
+ $(1,011,804) 
+ $(5,840,256) 
+ $(748,749)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Other
+ comprehensive (loss) income: 
+ 
+ 
+ 
+
+ 
+ Foreign
+ currency translation adjustment 
+ 6,013 
+ (1,440) 
+ (185)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ COMPREHENSIVE
+ LOSS 
+ $(1,005,791) 
+ $(5,841,696) 
+ $(748,934)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Loss per share:- 
+ 
+ 
+ 
+
+ 
+ -
+ Basic 
+ $(0.15) 
+ $(0.72) 
+ $(0.09)
+
+ 
+ - Diluted 
+ $(0.15) 
+ $(0.72) 
+ $(0.09)
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Weighted average
+ number of ordinary shares 
+ 
+ 
+ 
+
+ 
+ -
+ Basic and diluted 
+ 6,598,926 
+ 8,138,580 
+ 8,138,580 
+
+ 
+
+ 
+
+ 47
+
+ 
+
+ 
+
+ 
+
+The
+following table presents our selected unaudited consolidated balance sheets data as of September 30, 2024 and 2023.
+
+ 
+
+ 
+ 
+ As
+ of
+
+ 
+ 
+ September
+ 30, 
+(unaudited) 
+ September
+ 30, 
+(unaudited) 
+ September
+ 30, 
+(unaudited) 
+
+ 
+ 
+ 2023 
+ 2024 
+ 2024 
+
+ 
+ 
+ HKD 
+ HKD 
+ USD 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ ASSETS 
+ 
+ 
+ 
+
+ 
+ Current
+ assets: 
+ 
+ 
+ 
+
+ 
+ Cash
+ and cash equivalents 
+ $143,788 
+ $28,416,258 
+ $3,643,110 
+
+ 
+ Accounts
+ receivable, net 
+ 1,139,522 
+ 1,321,497 
+ 169,423 
+
+ 
+ Deferred
+ offering costs 
+ 2,320,579 
+ - 
+ - 
+
+ 
+ Prepayments 
+ 68,122 
+ 16,798,545 
+ 2,153,660 
+
+ 
+ Other
+ receivables 
+ -
+ 
+ 62,220
+ 
+ 7,977
+ 
+
+ 
+ Promissory
+ note receivables 
+ -
+ 
+ 17,135,198
+ 
+ 2,196,820
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Total
+ current assets 
+ 3,672,041 
+ 63,733,718 
+ 8,170,990 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Non-current
+ assets: 
+ 
+ 
+ 
+
+ 
+ Property
+ and equipment, net 
+ 55,061 
+ 38,189 
+ 4,896 
+
+ 
+ Prepayments 
+ - 
+ 2,873,715 
+ 368,425 
+
+ 
+ Total
+ non-current assets 
+ 55,061 
+ 2,911,904 
+ 373,321 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ TOTAL
+ ASSETS 
+ $3,727,102 
+ $66,645,622 
+ $8,544,311 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ LIABILITIES
+ AND SHAREHOLDERS DEFICIT 
+ 
+ 
+ 
+
+ 
+ Current
+ liabilities: 
+ 
+ 
+ 
+
+ 
+ Accounts
+ payable, including related parties 
+ 205,767 
+ $205,767 
+ $26,380 
+
+ 
+ Accrued
+ liabilities and other payable 
+ 4,010,640 
+ 1,020,047 
+ 130,775 
+
+ 
+ Tax
+ payable 
+ - 
+ 107,531 
+ 13,787 
+
+ 
+ Contract
+ liabilities 
+ 580,854 
+ 6,127,890 
+ 785,627 
+
+ 
+ Due
+ to a director(s) 
+ 1,136,666 
+ - 
+ - 
+
+ 
+ Total
+ current liabilities 
+ 5,933,927 
+ 7,461,235 
+ 956,569 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ TOTAL
+ LIABILITIES 
+ 5,933,927 
+ 7,461,235 
+ 956,569 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Commitments
+ and contingencies 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Shareholders 
+ deficit: 
+ 
+ 
+ 
+
+ 
+ Ordinary share, par
+ value US$0.001, 500,000,000 shares authorized, 7,975,347 and 11,964,571 ordinary shares issued and outstanding as of September 30,
+ 2023 and 2024 
+ 62,208 
+ 93,323 
+ 11,964 
+
+ 
+ Ordinary
+ shares to be issued 
+ - 
+ 28,081 
+ 3,600 
+
+ 
+ Additional
+ paid-in capital 
+ 1,306,948 
+ 84,060,340 
+ 10,776,967 
+
+ 
+ Subscription
+ receivables 
+ (9,384) 
+ - 
+ - 
+
+ 
+ Accumulated
+ other comprehensive income 
+ 13,372 
+ 20,302 
+ 2,603 
+
+ 
+ Accumulated
+ deficit 
+ (3,579,969) 
+ (25,017,659) 
+ (3,207,392)
+
+ 
+ Total
+ shareholders equity (deficit) 
+ (2,206,825) 
+ 59,184,387 
+ 7,587,742 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ TOTAL
+ LIABILITIES AND SHAREHOLDERS DEFICIT 
+ $3,727,102 
+ $66,645,622 
+ $8,544,311 
+
+ 
+
+ 
+
+ 48
+
+ 
+
+ 
+
+ 
+
+The
+following table presents our selected audited consolidated balance sheets data as of March 31, 2024 and 2023.
+
+ 
+
+ 
+ 
+ As
+ of March 31, 
+
+ 
+ 
+ 2023 
+ 2024 
+ 2024 
+
+ 
+ 
+ HKD 
+ HKD 
+ USD 
+
+ 
+ ASSETS 
+ 
+ 
+ 
+
+ 
+ Current
+ assets: 
+ 
+ 
+ 
+
+ 
+ Cash
+ and cash equivalents 
+ $530,206 
+ $43,112,523 
+ $5,527,247 
+
+ 
+ Accounts
+ receivable, net 
+ 2,664,748 
+ 1,510,284 
+ 193,626 
+
+ 
+ Deferred
+ offering costs 
+ 1,986,279 
+ - 
+ - 
+
+ 
+ Deposits,
+ prepayments and other receivables 
+ 375,952 
+ 14,990,889 
+ 1,921,909 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Total
+ current assets 
+ 5,557,185 
+ 59,613,696 
+ 7,642,782 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Non-current
+ assets: 
+ 
+ 
+ 
+
+ 
+ Property
+ and equipment, net 
+ 70,681 
+ 46,521 
+ 5,964 
+
+ 
+ Prepayments 
+ - 
+ 3,895,247 
+ 499,391 
+
+ 
+ Total
+ non-current assets 
+ 70,681 
+ 3,941,768 
+ 505,355 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ TOTAL
+ ASSETS 
+ $5,627,866 
+ $63,555,464 
+ $8,148,137 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ LIABILITIES
+ AND SHAREHOLDERS DEFICIT 
+ 
+ 
+ 
+
+ 
+ Current
+ liabilities: 
+ 
+ 
+ 
+
+ 
+ Accounts
+ payable, including related parties 
+ $279,767 
+ $205,767 
+ $26,380 
+
+ 
+ Contract
+ liabilities 
+ 1,344,342 
+ 480,921 
+ 61,657 
+
+ 
+ Due
+ to related parties 
+ 560,297 
+ 1,269,266 
+ 162,726 
+
+ 
+ Accrued
+ liabilities and other payable 
+ 3,902,099 
+ 3,512,964 
+ 450,382 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Total
+ current liabilities 
+ 6,086,505 
+ 5,468,918 
+ 701,145 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ TOTAL
+ LIABILITIES 
+ 6,086,505 
+ 5,468,918 
+ 701,145 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Commitments
+ and contingencies 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Shareholders 
+ deficit: 
+ 
+ 
+ 
+
+ 
+ Ordinary share, par
+ value US$0.001, 500,000,000 shares authorized, 6,646,122 and 10,425,290 ordinary shares issued and outstanding as of March 31, 2023
+ and 2024 
+ 51,839 
+ 81,317 
+ 10,425 
+
+ 
+ Additional
+ paid-in capital 
+ 1,306,948 
+ 65,664,351 
+ 8,418,507 
+
+ 
+ Accumulated
+ other comprehensive (loss) income 
+ 5,933 
+ 4,493 
+ 576 
+
+ 
+ Accumulated
+ deficit 
+ (1,823,359) 
+ (7,663,615) 
+ (982,516)
+
+ 
+ Total
+ shareholders equity (deficit) 
+ (458,639) 
+ 58,086,546 
+ 7,446,992 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ TOTAL
+ LIABILITIES AND SHAREHOLDERS DEFICIT 
+ $5,627,866 
+ $63,555,464 
+ $8,148,137 
+
+ 
+
+ 
+
+ 49
+
+ 
+
+ 
+
+ 
+
+MANAGEMENT S
+DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
+
+ 
+
+For
+our management s discussion and analysis of financial condition and results of operations for the years ended March 31, 2024 and
+2023, please read "Item 5. Operating and Financial Review and Prospects" in our 2024 Annual Report, which is incorporated
+by reference into this prospectus.
+
+ 
+
+For
+our management s discussion and analysis of financial condition and results of operations for the six months ended September 30,
+2024 and 2023, please read our report of foreign private issuer on Form 6-K filed with the SEC on December 26, 2024, which is incorporated
+by reference into this prospectus.
+
+ 
+
+ 50
+
+ 
+
+ 
+
+ 
+
+HISTORY
+AND CORPORATE STRUCTURE
+
+ 
+
+Our
+Group s history can be traced back to August 2018 when RRA was established. Since the establishment of RRA, we have been providing
+customized ESG and comprehensive sustainability solutions to our clients. In January 2022, we established Roma (S) to cater to the needs
+of our clients in Singapore for our future expansion in Asia.
+
+ 
+
+As
+of the date of this prospectus, our Group is comprised of the Company and its subsidiaries, Lucky Time, RRA and Roma (S).
+
+ 
+
+On
+January 11, 2024, the Company completed its initial public offering. In this offering, the Company issued 2,449,943 Ordinary Shares at
+a price of US$4.00 per share. The Company received gross proceeds in the amount of $9,799,772 prior to deducting underwriting discounts,
+commissions and other related expenses. The ordinary shares began trading on January 11, 2024 on the Nasdaq Capital Market under the
+ticker symbol "ROMA."
+
+ 
+
+Corporate
+Structure
+
+ 
+
+Our
+Company was incorporated in the Cayman Islands on April 11, 2022 under the Companies Act as an exempted company with limited liability.
+As of the date of this prospectus, our authorized share capital is US$500,000 divided into 500,000,000 shares of US$0.001 each. Lucky
+Time is the intermediate holding company of our Group which comprised of RRA and Roma (S).
+
+ 
+
+On
+June 23, 2022, our Company acquired the entire issued share capital of Lucky Time from Mr. Cheng in consideration of the allotment and
+issue of 6,562,499 Shares to his nominee, Top Elect, credited as fully paid. On October 24, 2022, our Company allotted and issued 38,622
+Shares to Next Master for an aggregate consideration of US$77,244. On the same date, our Company capitalized a loan in the amount of
+US$90,000 due to Next Master by allotting and issuing 45,000 Shares to Next Master. Also on the same date, Next Master and Trade Expert
+acquired 221,567 Shares and 326,029 Shares from Top Elect for a consideration of US$443,134 and US$652,058, representing 3.33% and 4.91%,
+respectively, of the enlarged entire issued share capital of our Company immediately upon completion of the above. On April 6, 2023,
+Ms. Luk acquired all of the issued and outstanding shares of Top Elect from Mr. Cheng. On July 26, 2023, our Company allotted and issued
+1,202,981 Shares to Top Elect at par, credited as fully paid, with the consideration settled by setting-off the amount due to Top Elect
+by the Company, and 65,206 Shares and 61,038 Shares to Trade Expert and Next Master for cash at par, respectively.
+
+ 
+
+On
+May 10, 2024, the Company issued 1,539,281 Ordinary Shares under Roma Green Finance Limited 2024 Equity Incentive Plan.
+
+ 
+
+On
+October 11, 2024, the Company allotted and issued 3,600,000 Ordinary Shares at a price of US$0.351 per Ordinary Share pursuant to a follow-on
+offering.
+
+ 
+
+The
+following chart sets forth our corporate structure as of the date of this prospectus.
+
+ 
+
+ 
+
+ 51
+
+ 
+
+ 
+
+ 
+
+The
+following chart sets forth our corporate structure immediately after this offering assuming all 11,000,000 offering shares are subscribed
+by public investors.
+
+ 
+
+Entities
+
+ 
+
+A
+description of our subsidiaries is set out below.
+
+ 
+
+Lucky
+Time Ventures Limited
+
+ 
+
+Lucky
+Time Ventures Limited was incorporated in the BVI as a limited liability company on February 8, 2022. It is authorized to issue a maximum
+of 50,000 shares of a single class each with a par value of US$1.00. Upon its incorporation, 100 fully paid ordinary shares were allotted
+and issued to Charleton Holdings Limited. On March 16, 2022, Mr. Cheng entered into a sale and purchase with Charleton Holdings Limited
+to acquire the entire issued shares of Lucky Time for a consideration of HK$1,000,000.00 and the acquisition was completed on March 30,
+2022.
+
+ 
+
+Pursuant
+to a group reorganization for the purpose of listing our Ordinary Shares on the Nasdaq, on June 23, 2022, our Company acquired the entire
+issued shares of Lucky Time from Mr. Cheng in consideration of the allotment and issue of 6,562,499 shares in our Company to Mr. Cheng s
+nominee, Top Elect, credited as fully paid.
+
+ 
+
+Lucky
+Time does not carry on any business activities other than the holding of its shareholding interest in RRA.
+
+ 
+
+Roma
+Risk Advisory Limited
+
+ 
+
+Roma
+Risk Advisory Limited was incorporated in Hong Kong as a limited liability company on August 2, 2018. Upon its incorporation, one fully
+paid ordinary share was allotted and issued to Charleton Holdings Limited. The entire issued shares of RRA was transferred from Charleton
+Holdings Limited to Lucky Time on March 13, 2022 for a consideration of HK$1.00. Lucky Time was subsequently transferred to Mr. Cheng
+as mentioned above.
+
+ 
+
+RRA
+carries on the business of the provision of environmental, social and governance reporting as well as other risk advisory services.
+
+ 
+
+Roma
+Advisory Pte. Ltd.
+
+ 
+
+Roma
+Advisory Pte. Ltd. was incorporated in Singapore as a limited liability company on January 3, 2022. Upon its incorporation, 100 fully
+paid ordinary shares were allotted and issued to RRA.
+
+ 
+
+Roma
+(S) was established to carry on management consultancy services in Singapore. As at the date of this prospectus, Roma (S) has not yet
+generated any material business profits.
+
+ 
+
+ 52
+
+ 
+
+ 
+
+ 
+
+BUSINESS
+
+ 
+
+OVERVIEW
+
+ 
+
+Our
+Mission
+
+ 
+
+Our
+mission is to provide to our clients with a one-stop destination for high-quality and holistic sustainability and climate change related
+consulting services to support a more sustainable, balanced and inclusive future for our clients organizations and the world.
+
+ 
+
+We
+are principally engaged in the provision of ESG, corporate governance and risk management as well as sustainability and climate change
+related advisory services. We were founded in 2018 and have since been providing core sustainability program development and ESG reporting
+services which enables corporations to comply with the applicable rules and regulations relevant to their industry and/or country. We
+are driven by our passion to help corporations enhance their ESG performance as a means to business sustainability. We aim to walk along
+the sustainability journey with our clients and provide extensive support to them at every point of the journey, from sustainability
+program development, to ESG reporting, climate change strategies and solutions, environmental audit etc.
+
+ 
+
+We
+work closely with our clients to help them understand, identify, manage and overcome various business matters arising from such factors
+related to ESG, sustainability and climate change. We provide tailored-made sustainability solutions to meet with the client s
+specific needs.
+
+ 
+
+During
+the two fiscal years ended March 31, 2024 and up to the date of this prospectus, we served a diverse set of more than 170 clients across
+a wide variety of industries.
+
+ 
+
+Our
+experienced team members include many individuals who are widely recognized as experts in their respective fields. Those professionals
+include CPA, CISA, CESGA, SCR and AICPA. Our team of professionals offer expertise, knowledge and experience gained from their experience
+on a wide and comprehensive range of services provided to a diversified field of industries of various sustainability projects.
+
+ 
+
+OUR
+SERVICES
+
+ 
+
+We
+provide sustainability and climate change advisory services to our clients. These services include:
+
+ 
+
+Sustainability
+Program Development – we support our clients with sustainable corporate growth and help them to integrate sustainability-related
+strategies across their organization and compile a comprehensive sustainability program. Certain clients may also outsource certain aspects
+of their sustainability program to us for consultation and planning.
+
+ 
+
+A
+brief description of our sustainability program development service is set out as follows:
+
+ 
+
+(1)Planning
+
+ 
+
+Generally,
+every client has its unique and complex business and operation. Their underlying risk and opportunities, as well as potential environmental,
+economic and social impacts can be distinct and sensitive. Therefore, our professional team takes an individual approach to clients.
+Our team of experienced experts approach the clients to understand their business and industry, organizational goals and objectives,
+entity-specific sustainability initiatives and expectation and interest of management.
+
+ 
+
+(2)Stakeholder
+ engagement
+
+ 
+
+Our
+professionals assist the clients to engage their stakeholders. We work with our clients to build the optimal communication strategy,
+to integrate both internal and external stakeholders for our clients to understand their views and priorities in a systematic way, determine
+the material aspects impacting their sustainable development, as well as engage them in ESG-related discussions on existing performance
+and future goals.
+
+ 
+
+(3)Formation
+ of sustainability program
+
+ 
+
+We
+then partner with clients to incorporate the feedbacks and priorities from their stakeholders in formulating corporate sustainability
+initiatives and business development strategies. We help clients to identify and evaluate key strengths and weaknesses, and in turn help
+develop their unique and distinctive ESG program.
+
+ 
+
+Our
+experts work closely with clients management to establish the governance for the corporate sustainability with clear roles and
+responsibilities defined for various levels of management, develop new policies and initiatives, and select relevant KPIs. We also guide
+our clients on process flow, data collection and internal coordination.
+
+ 
+
+ 53
+
+ 
+
+ 
+
+ 
+
+(4)Human
+ capital management and community engagement
+
+ 
+
+With
+the development, global awareness and commitment to the ESG landscape, organizations continue to enhance their focus on social issues,
+from human capital management to commitment on communities. We help our clients to build inclusive programs to attract, retain and develop
+talents which also cultivates a diverse, inclusive and belonging corporate culture.
+
+ 
+
+Our
+services also include articulating the community engagement plan, which delivers clients purpose and corporate value to the communities
+in which they do business. A clear community engagement plan creates opportunities for our clients to engage with local people and demonstrate
+clients advocates on key societal issues.
+
+ 
+
+ESG
+Reporting – we help clients build their ESG profile and support their ESG reporting in compliance with the prevalent ESG-related
+standard and reporting framework.
+
+ 
+
+A
+brief description of the flow of our consulting process in ESG reporting is set out as follows:
+
+ 
+
+(1)Project
+ kick-off
+
+ 
+
+Our
+team of experienced experts kick start the project by understanding client s business, corporate structure, current ESG practices
+and expectations of management to identify the appropriate reporting framework and standards, scope and reporting period of the ESG report
+to clients and allow the client to choose their preferred approach to the ESG reporting.
+
+ 
+
+(2)Stakeholder
+ engagement
+
+ 
+
+Our
+professionals assist the clients to identify their stakeholders including but not limited to their customers, shareholders, employees
+and the communities. We have structured stakeholder dialogue questionnaires and survey tools to collect the relevant requirements, expectations
+and interests of stakeholders to perform the subsequent assessment.
+
+ 
+
+(3)Materiality
+ assessment and management of ESG risks and opportunities
+
+ 
+
+Our
+team collaborates with client management team on conducting materiality assessment, through qualitative and quantitative analysis,
+to identify and evaluate material factors specific to client s organization. Our services also provide a materiality matrix based
+on the results from the stakeholder engagement exercise to be included in the ESG report.
+
+ 
+
+(4)Determining
+ the structure of ESG framework
+
+ 
+
+We
+partner with clients to build the structure of ESG framework to assess and manage the ESG-related risks and opportunities, as well as
+establish the strategic growth objective and sustainable development goals.
+
+ 
+
+We
+apply our strong technical knowledge on the analysis of clients distinct businesses and their related ESG risks and opportunities.
+Our team aims to help clients to escalate their ESG program to develop new initiatives, enhance governance, establish relevant metrics
+and KPIs to capture activities with an impact on ESG areas and set up ESG- related policies and performance measurements.
+
+ 
+
+We
+provide guidance and advice to clients on establishing sustainable development targets that both address the expectation and interests
+of key stakeholders and be in line with the strength of the company to differentiate our clients from their peers.
+
+ 
+
+(5)ESG
+ report compilation
+
+ 
+
+Our
+services help our clients in developing the ESG narratives and disclosures for the ESG report based on the prevalent ESG-related standard
+and reporting framework. We also assist in the information collection by coordinating the cooperation with client s representatives
+of individual functions and departments. We review the strategic importance of individual ESG topics and supervise the information disclosure
+on the ESG report with regard to their respective strategic importance. We emphasize the accuracy and transparency of the ESG reports
+our clients deliver.
+
+ 
+
+(6)Add-on
+ services to ESG reporting
+
+ 
+
+On
+the request of clients, we also provide ESG report translation services to assist client to deliver and present their ESG reports in
+different languages. In addition, we also provide graphic design which aligns with client s corporate image.
+
+ 
+
+ 54
+
+ 
+
+ 
+
+ 
+
+(7)Final
+ communication and recommendations for improvement
+
+ 
+
+Our
+team identifies and evaluates weaknesses and present our findings and recommendations to clients management to enhance their ESG
+reporting process and monitoring of metrics and goals.
+
+ 
+
+Corporate
+Governance and Risk Management –we deliver value-adding services to support clients in managing and enhancing their corporate
+governance, enterprise risk management, compliance and internal audit activities.
+
+ 
+
+A
+brief description of our service offering in connection with corporate governance and risk management is set out as
+
+follows:
+
+ 
+
+(1)Corporate
+ governance
+
+ 
+
+Our
+team of experienced experts help clients design an effective and systematic corporate governance structure in compliance with regulatory
+requirements. We also assess the existing governance framework of clients to cope with the governance regulatory changes.
+
+ 
+
+We
+work closely with client s management on improving the board effectiveness and demonstrating the role of board as representative
+of the shareholders. Our professionals coach client s board / board committees including developing a clear "tone from the
+top" and setting up their terms of reference. We also review and implement anti-fraud programs, ethics policy, change management
+and other monitoring and reporting processes.
+
+ 
+
+(2)Risk
+ management
+
+ 
+
+All
+organizations need to manage the risks that are relevant to their success. Our professionals support our clients in many aspects as follows:
+
+ 
+
+-we
+ help our clients establish a strong risk governance and protect the value from strategic
+ risks;
+
+-we
+ assess and measure the control culture of clients;
+
+-we
+ produce / enhance policies and procedures, other compliance manuals which are customized
+ to clients unique requirements for them to run their risk management processes;
+
+-we
+ interview clients management and employees to collect data and establish/update the
+ risk register;
+
+-we
+ hold risk workshops with clients management to facilitate them in developing organization
+ risk profile;
+
+-we
+ provide advisory services to clients on their establishing of key risk and risk appetite
+ both on matching the enterprise-wide consistency and addressing specific needs from functions
+ / business units;
+
+-we
+ work closely with our clients in identifying, measuring, monitoring, reviewing and reporting
+ on risks;
+
+-we
+ advise clients on how to improve and get more value from their existing risk management processes;
+ and
+
+-we
+ run bespoke training on risk management and internal control to clients.
+
+ 
+
+(3)Compliance
+
+ 
+
+Our
+compliance services offerings cover a wide range of compliance obligations clients need to comply with. Our team conducts complete assessment
+on client s compliance program design and control to identify the issues and gaps within the organization. Based on the assessment
+results, we then provide insight and recommendations to clients and assist them in re-designing and establishing policies and processes.
+
+ 
+
+We
+help clients assess and design compliance management system to monitor the control operation in supporting relevant regulatory and governance
+reporting requirements.
+
+ 
+
+We
+partner with law firms to deliver trainings on compliance-related topics to clients management and employee to raise their awareness
+on compliance. For example, we offer anti-corruption training program for clients.
+
+ 
+
+(4)Internal
+ audit
+
+ 
+
+We
+provide internal audit outsourcing, co-sourcing and other advisory services.
+
+ 
+
+Some
+organizations outsource fully or partly their internal audit function to us, as their internal audit consultant, strive to increase the
+value of internal audit function by the followings:
+
+ 
+
+-we
+ understand the clients key business processes and their expectations of internal audit;
+
+-we
+ implement the internal audit methodologies and set up performance measurement and reporting
+ mechanisms which are tailored to each client s needs;
+
+-we
+ help clients complete the control testing and identify any weakness;
+
+-we
+ provide objective process improvement advisory with an aim to enhance the effectiveness;
+
+-we
+ identify the opportunities to enhance capabilities and processes;
+
+-we
+ conduct operational efficiency review and support client improve their competitiveness and/or
+ reduce costs through adoption of enhanced business processes and controls; and
+
+-we
+ also provide external quality assessment services.
+
+ 
+
+ 55
+
+ 
+
+ 
+
+ 
+
+Our
+team of professionals with extensive internal audit experiences also provide other internal audit related consulting services as follows:
+
+ 
+
+-we
+ work with clients management in establishing their internal audit function and developing
+ internal audit methodology, planning, audit plan, communication protocols, quality assurance
+ and training for clients; and
+
+-we
+ help clients to produce or enhance the policies and procedures manuals.
+
+ 
+
+Climate
+Change Strategies and Solutions – we provide guidance and support to clients in building climate strategies which align with
+their climate goals and targets.
+
+ 
+
+A
+brief description of our services in relation to climate change strategies and solutions is set out as follows:
+
+ 
+
+(1)Climate-related
+ risks management
+
+ 
+
+Our
+team of experts assists our clients to identify and prioritize the risks and opportunities arising from climate change through multiple
+intelligence collection from internal and external stakeholders. Climate risks are typically classified into two major categories: physical
+risks and transition risks. Drawing upon the relevant quantitative and qualitative assessments on the material risks, we support client
+to map the key risks with business activities and develop the framework to evaluate such climate-related impacts.
+
+ 
+
+(2)Climate
+ change strategies development
+
+ 
+
+Our
+team works to design and build the strategies, plans and processes to address climate-related risks and opportunities in order to help
+our clients to manage the impacts of climate change, respond to unexpected environmental disruption and mitigate potential transition
+risks and financial risks caused by policy changes, market preferences and technology development towards a low-carbon economy. Our understanding
+and experience in ESG enable us to provide guidance to clients on integrating the climate-related risks and opportunities into business
+strategies and making compelling disclosures to key stakeholder audiences.
+
+ 
+
+(3)Climate
+ change scenario analysis
+
+ 
+
+We
+conduct scenario analysis, quantitative, qualitative or a combination of both, to help clients effectively identify and assess the potential
+implications of climate-related risks and opportunities on business performance.
+
+ 
+
+Environmental
+Audit – we provide on-site investigations on agreed upon scope with clients to meet clients needs on fulfilling specific
+environmental requirements and standards. Our team conducts assessment and audit to identify any material environmental risks and suggest
+mitigating actions to clients.
+
+ 
+
+ESG
+Rating Support and Shareholder Communication – we help clients to review and improve their ESG / sustainability ratings and
+indices. Our services aim to help clients to articulate a compelling equity story and set up best practice investor relations strategy.
+
+ 
+
+Through
+gap analysis against the relevant rating methodology, we identify weakness and recommend actions to clients to boost their ESG / sustainability
+scores and ratings. We also help clients elevate the ESG-related disclosure to achieve better ratings, demonstrate transparency and strengthen
+the corporate image. Our team also conducts benchmarking of clients sustainability performance against their peers and/or industry
+best practice, which in turn helps the clients to position themselves strategically.
+
+ 
+
+Investors
+and shareholders are increasingly focusing on sustainable investing and integrating ESG / sustainability performance into their investments
+analysis and decision making. We work to establish policies and strategies to facilitate clients ongoing communication and engagement
+with shareholders and potential investors.
+
+ 
+
+Education
+and Training – we deliver trainings, workshops, discussion forums on ESG and/or sustainability topics. Our team of experts
+also design customizable training programs across various ESG and/or sustainability objectives that are tailored to individual client s
+needs and enhance their ESG skills. We also intend to establish a formal ESG academy which will offer trainings, workshops and gaming
+services to boost the ESG awareness of professionals and the general public (including students).
+
+ 
+
+PRICING
+POLICY
+
+ 
+
+We
+charge our clients an agreed-upon advisory fee, which is determined on a case-by-case basis with reference to, among others, the scope
+and complexity of services to be provided, intensity of project timeline, the estimated time and amount of work required by the professionals
+assigned to the project. Our service fee is generally payable in two installments upon the occurrence of the milestone events defined
+in the service contract, namely, (i) signing of the service contract; and (ii) upon delivery of draft reports and/or other deliverables.
+
+ 
+
+ 56
+
+ 
+
+ 
+
+ 
+
+OUR
+CLIENTS
+
+ 
+
+Our
+clients include listed companies in Hong Kong and Singapore, private companies, as well as non-governmental organizations. With ESG and
+sustainability becoming important for companies preparing to go public, we also have an increasing number of IPO clients who consider
+communicating the corporate sustainability and climate change strategies as an essential part of their listing process.
+
+ 
+
+Our
+revenue is not dependent on any one single client. In the six months ended September 30, 2022 and 2023, our top five clients represented
+approximately 16.0% and 31.3% respectively, of our total revenues, with these revenues derived from over several projects.
+
+ 
+
+We
+believe that clients retain with us because of our recognized expertise and capabilities in ESG and sustainability, as well as our reputation
+for satisfying clients , ' ': needs.
+
+ 
+
+COMPETITIVE
+STRENGTHS
+
+ 
+
+We
+maintain the following competitive strengths:
+
+ 
+
+Comprehensive
+ESG / sustainability services provider — We provide all-rounded and comprehensive ESG / sustainability services to our
+clients to fulfil their varying needs. Each corporate has its unique ESG journey. Our team of experts guide our clients throughout each
+stage of their ESG journey from establishing a measurable and accountable sustainability program, developing the climate change related
+strategies and solutions, articulating the tailored ESG / sustainability reporting. Our comprehensive suite of services also include
+advisory in connection with corporate governance and risk management, which are designed to assist clients navigate challenges and opportunities
+across the operation and build an effective risk management and compliance program.
+
+ 
+
+Our
+experts also assist clients in addressing other needs, including providing environmental audit, ESG rating support and shareholder communication,
+as well as sustainability-related education and training. We believe our capability to provide comprehensive ESG / sustainability services
+not only helps clients to meet their needs across the business lifecycles, but also fosters our long-term relationship with them. We
+have been able to maintain a high level of client retention. During the six months ended September 30, 2023, around 87% of the total
+clients are recurring clients.
+
+ 
+
+Our
+experience in the provision of ESG / sustainability services to a diversified range of clients (the majority of which are listed companies
+in Hong Kong and Singapore) help us retain and attract more clients which will then enable us to optimize our client coverage effort,
+create new business opportunities and in turn generate diversified sources of revenue and maximize our revenue.
+
+ 
+
+Strong
+client base and experience —We have a growing and diverse base of clients. We believe that market reputation and clients 
+confidence in our services are indispensable to our continuous success. Our major clients are mainly listed companies in Hong Kong and
+Singapore as well as private companies and non-governmental organization. Since our establishment in 2018 and notwithstanding our short
+operating history, we have served over 170 clients. Our clients have a diverse spectrum of industry sectors including financial services,
+property development, property management services, pharmaceutical, manufacturing, logistics, education, natural resources and technology,
+media and telecom. We believe our diversified client base mitigates the negative effect to the demand for our services from those industry
+sectors which have cyclical behavior and are exposed to unpredictable downturns caused by fluctuations in market conditions.
+
+ 
+
+Experienced
+management team and diversified talent pool — Our senior management team has experience and competency in ESG / sustainability,
+and are responsible for establishing the business strategies, leading and managing the operations, overseeing the business performance
+and coordinating the resources. Leveraging on the capabilities and experiences of our management team, we have been successfully expanding
+our service scope and client base. For details of the biographies of our management team, please refer to the section headed , ' ': , ' ': Directors
+and senior management in this prospectus.
+
+ 
+
+In
+addition, we have a team of professional and trained staff from diverse background including but not limited to environmental management,
+social science and business studies. We believe our success is driven by our talents and their ability to serve as trusted consultants
+for our clients. Hence, our team s diverse background and expertise are essential to supporting our clients on their different
+needs. Together with our senior management team, our professional staff enables us to implement our business strategies, provide quality
+services to clients, identify and capture business opportunities, build a long-term relationship with clients and procure new clients.
+
+ 
+
+ 57
+
+ 
+
+ 
+
+ 
+
+BUSINESS
+STRATEGIES
+
+ 
+
+Our
+objective is to continue to strengthen our competitive position as the preferred provider of ESG and sustainability advisory services.
+We seek to strengthen this position while increasing revenue, cash flow, profitability, and market share. Our key strategies to accomplish
+these objectives include:
+
+ 
+
+Continue
+to increase our market penetration in Hong Kong and Singapore— Through our technical expertise and strong client relationships,
+we intend to increase our existing presence in the Hong Kong and Singapore markets. Many of our clients have appointed us for a specific
+service such as ESG reporting. As we have diversified and expanded our service offerings, and as clients have grown accustomed to our
+service quality, we plan to promote additional ESG / sustainability services to existing clients helping them to meet increasing expectation
+and concern from investors and regulators on a company s ESG / sustainability. We also intend to deploy more resource in expanding
+the market in Singapore, including hiring additional experienced and professional staff and providing relevant training to our staff
+in Singapore office to enable them in perusing new clients and driving growth.
+
+ 
+
+Expand
+our worldwide footprint in particular the US — We intend to replicate our success in Hong Kong and expand and build our
+worldwide presence in particular the US. We believe that the new global ESG-related reporting standards and regulations will continue
+to evolve and demand more credible corporate disclosures. The demand for ESG and sustainability services is still growing worldwide.
+We intend to provide our ESG / sustainability services to US-listed foreign companies located in the Asia Pacific region including but
+not limited to Hong Kong, Singapore, Taiwan and Malaysia with our geographic reach and our local experience with global mindset.
+
+ 
+
+Recruit
+and Retain Professionals — Given our professionalism, our ability to recruit, develop, promote and retain talent is one
+of the keys to our continued success and enables us to capture market share. We expect a strong team of experienced staff equipped with
+relevant knowledge and good client connections helps increase our project execution capacity and provide quality services to our clients.
+We believe our mission and focus on supporting a more sustainable, balanced and inclusive future for our clients and the world, our strong
+emphasis on ownership opportunities for our staff, supporting their career development and building inclusive corporate culture creates
+a competitive advantage when competing for professionals. Our sustainable growth is only possible because of the ability of our people
+and the impact and value we made to our clients when they are facing their challenges and opportunities. We are committed to investing
+in our people and supporting them with tools and resources necessary to grow.
+
+ 
+
+COMPETITION
+
+ 
+
+The
+market we operate in is competitive but fragmented. There is no single or group of companies that dominate across the entire ESG and
+sustainability consulting market in which we carry on our business. For details of the competitive landscape of the ESG consulting service
+industry and the market drivers, see "
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/RSHL_rise_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/RSHL_rise_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/RSHL_rise_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/SEAH_seahawk_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SEAH_seahawk_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/SEAH_seahawk_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/SLDE_slide_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SLDE_slide_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/SLDE_slide_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/SLNHP_soluna_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SLNHP_soluna_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/SLNHP_soluna_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/SMIP_spectral_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SMIP_spectral_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/SMIP_spectral_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/SONM_dna-x-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SONM_dna-x-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..040140de413ed8b77d621915b1dde2a688ab0680
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/SONM_dna-x-inc_prospectus_summary.txt
@@ -0,0 +1,378 @@
+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
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/SOPA_society_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SOPA_society_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/SOPA_society_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/SORA_asiastrate_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SORA_asiastrate_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/SORA_asiastrate_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2025/SVCCW_stellar-v_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SVCCW_stellar-v_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9618bf4cd2d12dac6b3f2ed32c2ecf140ca69262
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2025/SVCCW_stellar-v_prospectus_summary.txt
@@ -0,0 +1 @@
+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
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+PROSPECTUS SUMMARY 1
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